Proration of Taxes and Certain Charges. (a) All real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Purchased Assets for any taxable period that includes the day before the date of the Closing and ends after the date of the Closing, whether imposed or assessed before or after the date of the Closing, shall be prorated between the Seller and the Purchaser as of 11:59 p.m. (local time) on the date of the Closing. If any Taxes subject to proration are paid by Purchaser, on the one hand, or Seller, on the other hand, the proportionate amount of such Taxes paid (or in the event a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund).
Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided in this Agreement, all real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Acquired Assets that relate to the tax year that includes the Closing Date shall be prorated between Sellers and Buyer as of 12:01 A.M. on the Closing Date and Sellers on the one hand and Buyer on the other hand shall each be responsible for their proportionate share of such Taxes or obligations (which proportionate shares shall be determined based on the number of days in such tax year prior to the Closing Date, on the one hand, and the remaining number of days in such tax year, on the other hand). Notwithstanding the preceding sentence, (i) if any such taxes and assessments which are due and payable in the tax year that includes the Closing Date have been determined but have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the Closing Date (which portion shall be determined in accordance with the proration method described in the preceding sentence) and Buyer shall pay the taxes and assessments prior to their becoming delinquent and (ii) if any such taxes and assessments which are due and payable in, or relate to, the tax year that includes the Closing Date have not been determined before Closing, Sellers and Buyer shall mutually agree in good faith to an estimate of the amount of such taxes and assessments, Sellers shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the Closing Date (which portion shall be determined in accordance with the proration method described in the preceding sentence) and Buyer shall pay the taxes and assessments prior to their becoming delinquent. To the extent that the actual taxes and assessments described in the preceding sentence that are payable in, or relate to, the tax year that includes the Closing Date differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days of the issuance of final tax bills. All real property Taxes, personal property Taxes or similar ad valorem obligations that are levied with respect to the Acquired Assets and that relate to tax years beginning on or after the Closing Date shall be the responsibility of Buyer.
Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided herein, all real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Acquired Assets for any taxable period that includes the day before the Closing Date and ends after the Closing Date, whether imposed or assessed before or after the Closing Date, shall be prorated between Sellers and Buyer as of 12:01 A.M. on the Closing Date. If any Taxes subject to proration are paid by Buyer, on the one hand, or Sellers, on the other hand, the proportionate amount of such Taxes paid (or in the event a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund); provided, however, Sellers shall not be obligated to reimburse Buyer for any such amounts included in Accounts Payable for purposes of the Working Capital Adjustment.
Proration of Taxes and Certain Charges. (a) Except as provided in Section 5.15, all Property Taxes levied with respect to the Purchased Assets for any Straddle Period, whether imposed or assessed in the Pre-Closing Tax Period or Post-Closing Tax Period, shall be prorated between the Seller and the Purchaser as of 12:01 A.M. on the day after the date of the Closing. If any Taxes subject to proration are paid by Purchaser, on the one hand, or Seller, on the other hand, the proportionate amount of such Taxes paid (or in the event a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund).
Proration of Taxes and Certain Charges. (a) Except as provided in Section 5.11, all Property Taxes levied with respect to the REO Property for any taxable period that includes the day before the date of the Closing Date and end after the date of the Closing Date, whether imposed or assessed before or after the Closing Date, shall be prorated between the Seller, on the one hand, and the Purchaser, on the other hand, as of 11:59 P.M. on the Closing Date. If any Taxes subject to proration are paid by the Purchaser, on the one hand, or the Seller, on the other hand, the proportionate amount of such Taxes paid (or in the event a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund).
Proration of Taxes and Certain Charges. (a) Except as provided in Section 6.8, all real property, personal property, or similar ad valorem Tax obligations relating to the Business or the Purchased Assets for any taxable period which includes (but does not end on) the Closing Date (collectively, the AApportioned Obligations@) shall be apportioned between Seller and Buyer as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. The Buyer shall prepare and timely file all Tax Returns required to be filed after the Closing Date with respect to the Purchased Assets, if any, and shall duly and timely pay all such Taxes shown to be due on such Tax Returns. The Buyer shall make such Tax Returns available for the Seller=s review no later than 15 Business Days prior to the due date for filing such Tax Returns. Within 10 Business Days after receipt of such Tax Returns, the Seller shall pay to the Buyer its proportionate share of the Apportioned Obligations shown as due on such Tax Returns determined in accordance with this Section 6.11(a).
Proration of Taxes and Certain Charges. (a) For purposes of this Agreement, in the case of any Straddle Period, (i) Property Taxes relating to the Purchased Assets allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that fall within the Pre-Closing Period and the denominator of which is the number of days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes) relating to the Purchased Assets for the Pre-Closing Period shall be computed as if such taxable period ended as of the end of the date hereof. If any Taxes subject to proration are paid by Purchaser, on the one hand, or the Seller, on the other hand, the proportionate amount of such Taxes paid (or in the event a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund). Any payments required to be made to the Purchaser pursuant to this Section 7.03(a) shall be made using funds other than the Escrow Funds.
Proration of Taxes and Certain Charges. (a) Except as provided in this Section 5.10, all real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Purchased Assets for any taxable period that includes the day before the Closing Date and ends after the Closing Date , whether imposed or assessed before or after the Closing Date, shall be prorated between the Seller and the Purchaser as of 12:01 a.m. Vancouver time on the Closing Date. If any Taxes subject to proration are paid by the Purchaser, on the one hand, or the Seller, on the other hand, the proportionate amount of such Taxes paid (or in the event a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund).
Proration of Taxes and Certain Charges. (a) All real property Taxes, personal property Taxes or similar ad valorem obligations (and no other Taxes) levied with respect to the Purchased Assets for any taxable period that includes a day before the Closing Date and ends after the Closing Date, whether imposed or assessed before or after the Closing Date, shall be prorated between Seller and Buyer as of the Closing Date. Seller shall be responsible for the payment of all Taxes incurred or accrued through the Closing Date and Buyer shall be responsible for the payment of all Taxes incurred or accrued after the Closing Date. If any such Taxes subject to proration are paid by Buyer, on the one hand, or Seller, on the other hand, the proportionate amount of such Taxes paid (or in the event a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund).
Proration of Taxes and Certain Charges. (a) All obligations with respect to the Acquired Assets for any period that includes the day before the Closing Date and ends after the Closing Date, including but not limited to real and personal property and similar ad valorem Taxes, special assessments, the utilities and other matters described in Section 5.10, drop yard rents, and payments under the Assumed Leases (collectively the "Proration Amounts"), whether imposed or assessed before or after the Closing Date, shall be prorated between Sellers and Buyer as of 12:01 a.m. on the Closing Date. If such charges or rates are assessed either based upon time or for a specified period, such charges or rates shall be prorated as of 12:01 a.m. on the Closing Date. If such charges or rates are assessed based upon usage of utility or similar services, such charges shall be prorated based upon meter readings taken on the Closing Date.
