Common use of Proration of Property Taxes Clause in Contracts

Proration of Property Taxes. The Sellers shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Period. All Property Taxes levied with respect to the Purchased Assets for the Straddle Period shall be apportioned between Purchaser and the Sellers based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. The Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon the later of the Closing Date and the receipt of any xxxx for such Property Taxes, Purchaser or the Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.3 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement. In the event that Purchaser or any Seller makes any payment for which it is entitled to reimbursement under this Section 6.3, the applicable Party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Proration of Property Taxes. The Sellers Any ad valorem and property Taxes assessed against or pertaining to the Purchased Assets for the Tax period that includes the Closing Date (“Straddle Period”) shall be responsible for prorated between Buyer, on one hand, and shall promptly pay when due all Property Sellers, on the other hand, as of the Closing Date in accordance with this Section 6.7. The amount of ad valorem and property Taxes levied with respect to the Purchased Assets attributable to be for the account of and allocated to Sellers (“Pre-Closing Property Taxes”) shall be the product of (i) such Taxes for the Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days in such Straddle Period up to and including to the Closing Date, and the denominator of which is the total number of days in the Straddle Period, and the balance of such Taxes shall be for the account of and allocated to Buyer. The amount of Pre-Closing Property Taxes shall be estimated based on the immediately preceding Tax period assessment. Buyer shall be responsible for the payment to the appropriate Governmental Entity of any and all ad valorem and property Taxes for the Straddle Period when such Taxes become due and owing; provided that the estimate of Sellers’ liability for such Pre-Closing Property Taxes shall be an adjustment to the Purchase Price to be paid at Closing. When the actual amount of ad valorem and property Taxes estimated under this Section 6.7 is known, Buyer shall advise Sellers of the proportionate share of actual ad valorem and property Taxes that constitute the Pre-Closing Tax Period. All Property Taxes levied and furnish Sellers with respect to reasonably supporting documents evidencing the Purchased Assets for the Straddle Period shall be apportioned between Purchaser and the Sellers based on the number of days actual amount of such Straddle Period included in Taxes. If the estimate of Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. The Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable made pursuant to this Section 6.7 was less than the actual Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon the later of the Closing Date and the receipt of any xxxx for such Property Taxes, Purchaser or Sellers shall pay in cash to Buyer such deficiency within thirty (30) days of receipt of such notice and reasonably supporting documents, and if such estimate was more than the Sellersactual Pre-Closing Property Taxes, as applicableBuyer shall, at the time such notice is given (which shall present a statement to be no later than thirty (30) days from Buyer’s receipt of documentation evidencing the other setting forth the actual amount of reimbursement ad valorem and property Taxes for the Closing Period), refund such excess in cash to which each is entitled under this Section 6.3 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement. In the event that Purchaser or any Seller makes any payment for which it is entitled to reimbursement under this Section 6.3, the applicable Party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursementSellers.

Proration of Property Taxes. The Sellers Company shall be responsible liable for and shall promptly pay when due all Property ad valorem, personal property, and similar Taxes levied attributable to the ownership or the operation of the Purchased Assets, and shall timely file any related Tax Returns, for the Taxable periods ending on or before the Closing Date. Purchaser shall be liable for and shall pay when due all ad valorem, personal property and similar Taxes attributable to the ownership or the operation of the Purchased Assets, and shall timely file any related Tax Returns, for the Taxable periods ending after the Closing Date; provided, however, that the Company shall be liable for and shall pay all Taxes due with respect to the Purchased Assets attributable such Tax Returns relating to the Prepre-Closing Date portion of any Taxable period that includes but ends after the Closing Date without duplication of any amounts taken into account under Section 3.2. Such Tax Period. All Property Taxes levied with respect to the Purchased Assets for the Straddle Period liabilities shall be apportioned between Purchaser and the Sellers calculated based on the number of days of such Straddle Period included in the Pre-Taxable period ending on or before the Closing Tax Period Date and the number of days of such Straddle Period included in the Post-Closing Tax Period. The Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon the later of Taxable period after the Closing Date (as the case may be) as compared to the total number of days in the entire Taxable period. Whichever party is responsible for the filing of any such Tax Return hereunder shall bear all costs associated with the filing of such Tax Return. Such party shall further have all available rights to contest the Tax (and the receipt other party shall provide reasonable cooperation and assistance at the sole expense and cost of the requesting party); provided, however, that in the case of any xxxx for such Property TaxesTax Return relating to a Taxable period that includes but does not end on the Closing Date, Purchaser or shall provide the Sellers, as applicable, shall present Company with a statement copy of such Tax Return within twenty (20) days prior to the other setting forth date Purchaser intends to file such Tax Return. Purchaser shall revise such Tax Return to reflect the amount of reimbursement Company’s reasonable comments, if any, provided that the Company provides such changes in writing to which each is entitled under this Section 6.3 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other Purchaser within ten (10) days after delivery of the receipt of such statement. In the event that Purchaser or any Seller makes any payment for which it is entitled to reimbursement under this Section 6.3, the applicable Party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursementTax Return.

Proration of Property Taxes. The Sellers In the case of any Straddle Period, Taxes shall be responsible for and shall promptly pay when due all prorated as follows: (a) All Property Taxes levied and similar Taxes that are not based on income, wages, production, or receipts that are imposed with respect to the Purchased Assets attributable to the Pre-Closing Tax Period. All Property Taxes levied with respect to the Purchased Assets for the a Straddle Period shall be apportioned prorated and allocated between Purchaser Seller and Buyer as of the Sellers Effective Time based on the number of days Days in such Straddle Period. Seller’s share of such Taxes shall be equal to the amount of such Taxes for the Straddle Period multiplied by a fraction, the numerator of which is the number of Days in such Straddle Period included on or before the Effective Time, and the denominator of which is the total number of Days in the Pre-Closing Tax Period and the number of days Straddle Period. Buyer’s share of such Straddle Period included in the Post-Closing Tax Period. The Sellers Taxes shall be liable for equal to the proportionate total amount of such Property Taxes that is attributable for the Straddle Period less the amount of such Taxes for the Straddle Period allocated to Seller as computed in the previous sentence. The proration shall be based on an estimate of the assessment for the immediately preceding taxable year or other period, and the Base Purchase Price shall be reduced at Closing by the amount of such estimated Taxes owed by and allocated to Seller for the portion of the taxable year or other period prior to the Effective Time to the extent such Taxes have not yet been paid by Seller. (b) All other Taxes imposed with respect to a Straddle Period shall be prorated and allocated to the Pre-Closing Effective Time Tax Period, and Purchaser shall be liable for the proportionate amount of Period as if such Property Taxes that is attributable to the Post-Closing Tax Period. Upon the later taxable period ended as of the Closing Date and close of business at the receipt of any xxxx for such Property Taxes, Purchaser or the Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.3 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement. In the event that Purchaser or any Seller makes any payment for which it is entitled to reimbursement under this Section 6.3, the applicable Party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursementEffective Time.

Proration of Property Taxes. Any ad valorem and property taxes assessed against or pertaining to the Assets for the Tax period which includes the Closing Date (“Closing Period”) shall be prorated between the Seller and the Buyer as of the Closing Date in accordance with this Section 5.4. The Sellers amount of ad valorem and property Taxes with respect to the Assets to be for the account of and allocated to the Seller (“Pre-Closing Property Taxes”) shall be the product of (i) such Taxes for the Closing Period, multiplied by (ii) a fraction, the numerator of which is the number of days in such Closing Period up to and including to the Closing Date, and the denominator of which is the total number of days in the Closing Period, and the balance of such Taxes shall be for the account of and allocated to the Buyer. The amount of Pre-Closing Property Taxes shall be estimated based on the immediately preceding Tax period assessment. The Buyer shall be responsible for the payment to the appropriate Governmental Authority of any and shall promptly pay all ad valorem and property Taxes for the Closing Period when such Taxes become due all and owing; provided that the estimate of the Seller’s liability for such Pre-Closing Property Taxes levied with respect shall be an adjustment to the Purchased Assets attributable Purchase Price to be paid at Closing. When the actual amount of ad valorem and property Taxes estimated under this Section 5.4 is known, the Buyer shall advise the Seller of the proportionate share of actual ad valorem and property Taxes which constitute the Pre-Closing Tax Period. All Property Taxes levied and furnish the Buyer with respect to reasonably supporting documents evidencing the Purchased Assets for the Straddle Period shall be apportioned between Purchaser and the Sellers based on the number of days actual amount of such Straddle Period included in Taxes. If the estimate of Pre-Closing Tax Period and Property Taxes made pursuant to this Section 5.4 was less than the number of actual property taxes, the Seller shall pay in cash to the Buyer such deficiency within thirty (30) days of such Straddle Period included in the Post-Closing Tax Period. The Sellers shall be liable for the proportionate amount receipt of such Property Taxes that is attributable to notice and reasonably supporting documents, and if such estimate was more than the actual Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon the later of the Closing Date and the receipt of any xxxx for such Property Taxes, Purchaser or the SellersBuyer shall, as applicableat the time such notice is given (which shall be no later than thirty (30) days from the Buyer’s receipt of documentation evidencing the actual amount of ad valorem and property Taxes for the Closing Period), shall present a statement refund such excess in cash to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.3 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement. In the event that Purchaser or any Seller makes any payment for which it is entitled to reimbursement under this Section 6.3, the applicable Party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursementSeller.