Common use of Proration of Taxes and Certain Charges Clause in Contracts

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. (b) Except as otherwise expressly provided in this Agreement, all installments of special assessments or other charges on or with respect to the Acquired Assets which are customarily prorated in connection with the sale of similar assets including, without limitation, base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxx, statement or other charge with respect thereto. 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. (c) Except as otherwise expressly provided in this Agreement, all amounts due pursuant to the terms of the Assumed Contracts, for any period in which the Closing Date shall occur shall be prorated as of 12:01 A.M. on the Closing Date.

Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided in this Agreement, all All real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Acquired Purchased Assets that relate to the tax year for any taxable period that includes the day before the date of the Closing Date and ends after the date of the Closing, whether imposed or assessed before or after the date of the Closing, shall be prorated between Sellers the Seller and Buyer the Purchaser as of 12:01 A.M. 11:59 p.m. (local time) on the Closing Date and Sellers on date of the one hand and Buyer on the other hand shall each be responsible for their proportionate share of such Closing. If any Taxes or obligations (which proportionate shares shall be determined based on the number of days in such tax year prior subject to the Closing Dateproration are paid by Purchaser, on the one hand, and the remaining number of days in such tax yearor Seller, on the other hand). Notwithstanding , the preceding sentence, proportionate amount of such Taxes paid (i) if any such taxes and assessments which are due and payable or 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 event a refund of any portion of such taxes and assessments which relates to the period before the Closing Date (which portion Taxes previously paid is received, such refund) shall be determined in accordance with paid promptly by (or to) the proration method described in other after the preceding sentence) and Buyer shall pay payment of such Taxes (or promptly following the taxes and assessments prior to their becoming delinquent and (ii) if receipt of 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 Buyerrefund). (b) Except as otherwise expressly provided in this Agreement, all installments of special assessments or other charges on or with respect to the Acquired Purchased Assets payable by the Seller for any period in which are customarily prorated in connection with the sale of similar assets Closing shall occur, including, without limitation, base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxx, statement or other charge with respect thereto. 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. 11:59 p.m. (local time) on the Closing Datedate of the Closing. 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 Datedate of the Closing. (c) Except as otherwise expressly provided in this Agreement, all amounts due The prorations pursuant to this Section 8.5 may be calculated after the terms of the Assumed ContractsClosing, for as each item to be prorated accrues or comes due, provided that, in any period in which the Closing Date shall occur event, any such proration shall be prorated as calculated not later than thirty (30) days after the party requesting proration of 12:01 A.M. on any item obtains the Closing Dateinformation required to calculate such proration.

Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided in For purposes of this Agreement, all real property Taxesin the case of any Straddle Period, personal property (i) Property Taxes or similar ad valorem obligations levied with respect relating to the Acquired Purchased Assets that relate allocable to the tax year that includes the Pre-Closing Date Period shall be prorated between Sellers and Buyer as of 12:01 A.M. on equal to the Closing Date and Sellers on the one hand and Buyer on the other hand shall each be responsible for their proportionate share amount of such Property Taxes or obligations (for the entire Straddle Period multiplied by a fraction, the numerator of which proportionate shares shall be determined based on 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 such tax year prior the entire Straddle Period, and (ii) Taxes (other than Property Taxes) relating to the Purchased Assets for the Pre-Closing DatePeriod 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, and or the remaining number of days in such tax yearSeller, on the other hand). Notwithstanding , the preceding sentence, proportionate amount of such Taxes paid (i) if any such taxes and assessments which are due and payable or 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 event a refund of any portion of such taxes and assessments which relates 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 period before the Closing Date (which portion Purchaser pursuant to this Section 7.03(a) shall be determined in accordance with made using funds other than 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 BuyerEscrow Funds. (b) Except as otherwise expressly provided in this Agreement, all installments of special assessments or other charges on or with respect to the Acquired Purchased Assets payable by the Seller for any period in which are customarily prorated in connection with the sale of similar assets including, without limitation, Closing shall occur (including base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, ) shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxx, statement or other charge with respect thereto. 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. (c) Except as otherwise expressly provided in this AgreementAll refunds, all amounts due pursuant reimbursements, installments of base rent, additional rent, license fees or other use related revenue receivable by any party to the terms extent attributable to the operation of the Assumed Contracts, Business for any period in which the Closing Date shall occur shall be prorated as so that the Seller shall not be entitled to that portion of 12:01 A.M. on any such installment applicable to any period from and after the Closing Date, and if Purchaser or the Seller, as the case may be, shall receive any such payments after the Closing Date, it shall promptly remit to such other party its share of such payments. (d) The prorations pursuant to this Section 7.03 may be calculated after the Closing, as each item to be prorated (including any such Tax, obligation, assessment, charge, refund, reimbursement, rent installment, fee or revenue) accrues or comes due; provided that, in any event, except with respect to Taxes, any such proration shall be calculated not later than thirty (30) days after the party requesting the proration of any item obtains the information required to calculate such proration.

Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided in this AgreementSection 6.8, all real property Taxesproperty, personal property Taxes property, or similar ad valorem Tax obligations levied with respect relating to the Acquired Business or the Purchased Assets that relate to the tax year that for any taxable period which includes (but does not end on) the Closing Date (collectively, the AApportioned Obligations@) shall be prorated apportioned between Sellers Seller 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 of such taxable period included in the Pre-Closing Tax Period and the number of days of such tax year 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 Closing Datedue date for filing such Tax Returns. Within 10 Business Days after receipt of such Tax Returns, 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 pay to the period before Buyer its proportionate share of the Closing Date (which portion shall be Apportioned Obligations shown as due on such Tax Returns 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 Buyerthis Section 6.11(a). (b) Except as otherwise expressly provided in this AgreementSection 6.10, all installments of special assessments or other charges on or with respect to the Acquired Purchased Assets payable by Seller for any period in which are customarily prorated in connection with the sale of similar assets includingClosing Date shall occur, without limitation, including base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxx, statement or other charge with respect thereto. 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. between Seller and Buyer on a per diem basis, based on the Closing Datenumber of days such party owned the property divided by the total number of days in the relevant taxable period. 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. (c) Except as otherwise expressly provided in this AgreementAll refunds, all amounts due pursuant reimbursements, installments of base rent, additional rent, license fees or other use related revenue receivable by any party to the terms extent attributable to the operation of the Assumed Contracts, Business for any period in which the Closing Date shall occur shall be prorated as so that Seller shall be entitled to that portion of 12:01 A.M. on any such installment applicable to the period up to but not including the Closing Date and Buyer shall be entitled to that portion of any such installment applicable to any period from and after the Closing Date, and if Buyer or Seller, as the case may be, shall receive any such payments after the Closing Date, they shall promptly remit to such other parties their share of such payments. (d) The parties agree that the prorations pursuant to this Section 6.11 may be calculated after the Closing Date, as each item to be prorated (including any such Tax, obligation, assessment, charge, refund, reimbursement, rent installment, fee or revenue) accrues or comes due, provided that, in any event, any such proration shall be calculated not later than 30 days after the party requesting proration of any item obtains the information required to calculate such proration of such item.

Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided in this Agreementherein, 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 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 and Sellers on the one hand and Buyer on the other hand shall each be responsible for their proportionate share of such Date. If any Taxes or obligations (which proportionate shares shall be determined based on the number of days in such tax year prior subject to the Closing Dateproration are paid by Buyer, on the one hand, and the remaining number of days in such tax yearor Sellers, on the other hand). Notwithstanding , the preceding sentence, proportionate amount of such Taxes paid (i) if any such taxes and assessments which are due and payable or 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 event a refund of any portion of such taxes and assessments which relates to the period before the Closing Date (which portion Taxes previously paid is received, such refund) shall be determined in accordance with paid promptly by (or to) the proration method described in other after the preceding sentence) and Buyer shall pay payment of such Taxes (or promptly following the taxes and assessments prior to their becoming delinquent and (ii) if receipt of any such taxes and assessments which are due and payable inrefund); provided, 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 assessmentshowever, Sellers shall not be charged at Closing an amount equal obligated to that portion of reimburse Buyer for any such taxes and assessments which relates to the period before the Closing Date (which portion shall be determined amounts included 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 Accounts Payable for purposes 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 BuyerWorking Capital Adjustment. (b) Except as otherwise expressly provided in this Agreementherein, all installments of special assessments or other charges on or with respect to the Acquired Assets payable by Sellers for any period in which are customarily prorated in connection with the sale of similar assets includingClosing Date shall occur, without limitation, including base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxx, statement or other charge with respect thereto. 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. (c) Except as otherwise expressly provided in this Agreementherein, all amounts due pursuant to the terms of the Assumed Contracts, other than those Contracts set forth on Schedule 3.4(a) attached hereto, for any period in which the Closing Date shall occur shall be prorated as of 12:01 A.M. on the Closing Date. (d) If any amounts subject to proration pursuant to subsections (b) or (c) of this Section 7.11 are paid by Buyer, on the one hand, or Sellers, on the other hand, the other party shall promptly reimburse the payor the other party's proportionate amount of such payment; 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 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 (and no other Taxes) levied with respect to the Acquired Purchased Assets for any taxable period that includes a day before the Closing Date and that relate to tax years beginning on ends after the Closing Date, whether imposed or assessed before or after the Closing Date Date, shall be prorated between Seller and Buyer as of the responsibility 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). (b) Except as otherwise expressly provided in this Agreementherein, all installments of special assessments or other charges on or with respect to the Acquired Purchased Assets payable by Seller for any period in which are customarily prorated in connection with the sale of similar assets includingClosing Date shall occur, without limitation, including base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxx, statement or other charge with respect thereto. Seller shall be responsible for the payment of all such charges incurred or accrued through 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. (c) Except as otherwise expressly provided in this Agreement, all amounts due pursuant to the terms of the Assumed Contracts, for any period in which the Closing Date shall occur shall be prorated as of 12:01 A.M. on the Closing Date.

Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided in this AgreementSection 5.10, all real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Acquired Purchased Assets that relate to the tax year 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 the Seller and Buyer the Purchaser as of 12:01 A.M. a.m. Vancouver time on the Closing Date and Sellers on Date. If any Taxes subject to proration are paid by 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 DatePurchaser, on the one hand, and or the remaining number of days in such tax yearSeller, on the other hand). Notwithstanding , the preceding sentence, proportionate amount of such Taxes paid (i) if any such taxes and assessments which are due and payable or 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 event a refund of any portion of such taxes and assessments which relates to the period before the Closing Date (which portion Taxes previously paid is received, such refund) shall be determined in accordance with paid promptly by (or to) the proration method described in other after the preceding sentence) and Buyer shall pay payment of such Taxes (or promptly following the taxes and assessments prior to their becoming delinquent and (ii) if receipt of 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 Buyerrefund). (b) Except as otherwise expressly provided in this Agreement, all installments of special assessments or other charges on or with respect to the Acquired Purchased Assets payable by the Seller for any period in which are customarily prorated in connection with the sale of similar assets includingClosing Date shall occur, without limitation, including base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date Closing, and each party shall pay its proportionate share promptly upon the receipt of any xxxx, statement or other charge with respect thereto. 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. a.m. Vancouver time 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. (c) Except as otherwise expressly provided in this AgreementAll refunds, all amounts due pursuant reimbursements, installments of base rent, additional rent, license fees or other use related revenue receivable by any party to the terms extent attributable to the operation of the Assumed Contracts, Business for any period in which the Closing Date shall occur shall be prorated as so that the Seller shall be entitled to that portion of 12:01 A.M. on any such installment applicable to the period up to but not including the Closing Date and the Purchaser shall be entitled to that portion of any such installment applicable to any period from and after the Closing Date, and if the Purchaser or the Seller, as the case may be, shall receive any such payments after the Closing Date, they shall promptly remit to such other parties their share of such payments. (d) The prorations pursuant to this Section 5.10 may be calculated after the Closing Date, as each item to be prorated (including any such Tax, obligation, assessment, charge, refund, reimbursement, rent installment, fee or revenue) accrues or comes due, provided that, in any event, any such proration shall be calculated not later than 30 days after the party requesting proration of any item obtains the information required to calculate such proration of such item.

Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided in this Agreementherein, 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 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 and Sellers on the one hand and Buyer on the other hand shall each be responsible for their proportionate share of such Date. If any Taxes or obligations (which proportionate shares shall be determined based on the number of days in such tax year prior subject to the Closing Dateproration are paid by Buyer, on the one hand, and the remaining number of days in such tax yearor Sellers, on the other hand). Notwithstanding , the preceding sentence, proportionate amount of such Taxes paid (i) if any such taxes and assessments which are due and payable or 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 event a refund of any portion of such taxes and assessments which relates to the period before the Closing Date (which portion Taxes previously paid is received, such refund) shall be determined in accordance with paid promptly by (or to) the proration method described in other after the preceding sentence) and Buyer shall pay payment of such Taxes (or promptly following the taxes and assessments prior to their becoming delinquent and (ii) if receipt of any such taxes and assessments which are due and payable inrefund); provided, 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 assessmentshowever, Sellers shall not be charged at Closing an amount equal obligated to that portion of reimburse Buyer for any such taxes and assessments which relates to the period before the Closing Date (which portion shall be determined amounts included 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 Accounts Payable for purposes 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 BuyerWorking Capital Adjustment. (b) Except as otherwise expressly provided in this Agreementherein, all installments of special assessments or other charges on or with respect to the Acquired Assets payable by Sellers for any period in which are customarily prorated in connection with the sale of similar assets includingClosing Date shall occur, without limitation, including base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxxbill, statement or other charge with respect thereto. If such charges charxxx 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. (c) Except as otherwise expressly provided in this Agreementherein, all amounts due pursuant to the terms of the Assumed Contracts, other than those Contracts set forth on Schedule 3.4(a) attached hereto, for any period in which the Closing Date shall occur shall be prorated as of 12:01 A.M. on the Closing Date. (d) If any amounts subject to proration pursuant to subsections (b) or (c) of this Section 7.11 are paid by Buyer, on the one hand, or Sellers, on the other hand, the other party shall promptly reimburse the payor the other party's proportionate amount of such payment; 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 otherwise expressly provided in this AgreementSection 5.15, all real property Taxes, personal property Property Taxes or similar ad valorem obligations levied with respect to the Acquired Purchased Assets that relate to for any Straddle Period, whether imposed or assessed in the tax year that includes the Pre-Closing Date Tax Period or Post-Closing Tax Period, shall be prorated between Sellers the Seller and Buyer the Purchaser as of 12:01 A.M. on the Closing Date and Sellers on day after the one hand and Buyer on date of the other hand shall each be responsible for their proportionate share of such Closing. If any Taxes or obligations (which proportionate shares shall be determined based on the number of days in such tax year prior subject to the Closing Dateproration are paid by Purchaser, on the one hand, and the remaining number of days in such tax yearor Seller, on the other hand). Notwithstanding , the preceding sentence, proportionate amount of such Taxes paid (i) if any such taxes and assessments which are due and payable or 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 event a refund of any portion of such taxes and assessments which relates to the period before the Closing Date (which portion Taxes previously paid is received, such refund) shall be determined in accordance with paid promptly by (or to) the proration method described in other after the preceding sentence) and Buyer shall pay payment of such Taxes (or promptly following the taxes and assessments prior to their becoming delinquent and (ii) if receipt of 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 Buyerrefund). (b) Except as otherwise expressly provided in this Agreement, all installments of special assessments or other charges on or with respect to the Acquired Purchased Assets payable by the Seller for any period in which are customarily prorated in connection with the sale of similar assets Closing shall occur, including, without limitation, base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxx, statement or other charge with respect thereto. If such charges or rates are assessed either based upon time or for a specified period, such charges or rates shall be prorated between the Seller and the Purchaser as of the 12:01 A.M. on the Closing Dateday after the date of the Closing. 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 Datedate of the Closing. (c) Except as otherwise expressly provided in this AgreementAll refunds, all amounts due pursuant reimbursements, installments of base rent, additional rent, license fees or other use related revenue receivable by any party to the terms extent attributable to the operation of the Assumed Contracts, Business for any period in which the Closing Date shall occur shall be prorated so that the Seller shall be entitled to that portion of any such installment applicable to any period from and after the day after the date of the Closing, and if Purchaser or Seller, as the case may be, shall receive any such payments after the date of 12:01 A.M. on the Closing DateClosing, they shall promptly remit to such other parties their share of such payments. (d) The prorations pursuant to this Section 5.18 may be calculated after the Closing, as each item to be prorated (including without limitation any such Tax, obligation, assessment, charge, refund, reimbursement, rent installment, fee or revenue) accrues or comes due, provided that, in any event, any such proration shall be calculated not later than thirty (30) days after the party requesting proration of any item obtains the information required to calculate such proration.

Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided in this AgreementSection 6.9, 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 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 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 Date. If any Taxes or obligations (which proportionate shares shall be determined based on the number of days in such tax year prior subject to the Closing Dateproration are paid by Buyer, on the one hand, and or the remaining number of days in such tax yearSellers, on the other hand). Notwithstanding , the preceding sentence, proportionate amount of such Taxes paid (i) if any such taxes and assessments which are due and payable or 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 event a refund of any portion of such taxes and assessments which relates to the period before the Closing Date (which portion Taxes previously paid is received, such refund) shall be determined in accordance with paid promptly by (or to) the proration method described in other after the preceding sentence) and Buyer shall pay payment of such Taxes (or promptly following the taxes and assessments prior to their becoming delinquent and (ii) if receipt of 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 Buyerrefund). (b) Except as otherwise expressly provided in this AgreementSection 6.10, all installments of special assessments or other charges on or with respect to the Acquired Assets payable by the Sellers for any period in which are customarily prorated in connection with the sale of similar assets Closing Date shall occur, including, without limitation, base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxx, statement or other charge with respect thereto. 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. (c) Except as otherwise expressly provided in this AgreementAll refunds, all amounts due pursuant reimbursements, installments of base rent, additional rent, license fees or other use related revenue receivable by any party to the terms extent attributable to the operation of the Assumed Contracts, Business for any period in which the Closing Date shall occur shall be prorated as so 27 that any Seller shall be entitled to that portion of 12:01 A.M. on any such installment applicable to the period up to but not including the Closing Date and Buyer shall be entitled to that portion of any such installment applicable to any period from and after the Closing Date, and if Buyer or any Seller, as the case may be, shall receive any such payments after the Closing Date, they shall promptly remit to such other parties their share of such payments. (d) The prorations pursuant to this Section may be calculated after the Closing Date, as each item to be prorated (including without limitation any such Tax, obligation, assessment, charge, refund, reimbursement, rent installment, fee or revenue) accrues or comes due, provided that, in any event, any such proration shall be calculated not later than thirty (30) days after the party requesting proration of any item obtains the information required to calculate such proration of such item.

Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided in this AgreementSection 5.09, all real property Taxes, personal property Property Taxes or similar ad valorem obligations levied with respect to the Acquired Transferred Assets that relate to the tax year that includes for any Straddle Period, whether imposed or assessed before or after the Closing Date Date, shall be prorated between Sellers NYSE Regulation and Buyer NASD 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 Date. If any Property Taxes or obligations (which proportionate shares shall be determined based on the number of days in such tax year prior subject to the Closing Dateproration are paid by NYSE Regulation, on the one hand, and the remaining number of days in such tax yearor NASD, on the other hand). Notwithstanding , the preceding sentence, proportionate amount of such Taxes paid (i) if any such taxes and assessments which are due and payable or 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 event a refund of any portion of such taxes and assessments which relates to the period before the Closing Date (which portion Taxes previously paid is received, such refund) shall be determined in accordance with paid promptly by (or to) the proration method described in other party after the preceding sentence) and Buyer shall pay payment of such Taxes (or promptly following the taxes and assessments prior to their becoming delinquent and (ii) if receipt of 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 Buyerrefund). (b) Except as otherwise expressly provided in this Agreement, all installments of special assessments or other charges on or with respect to the Acquired Transferred Assets payable by any NYSE Company for any period in which are customarily prorated in connection with the sale of similar assets including, without limitation, Closing shall occur (including base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, ) shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxx, statement or other charge with respect thereto. 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. (c) Except as otherwise expressly provided in this AgreementAll refunds, all amounts due pursuant reimbursements, installments of base rent, additional rent, license fees or other use related revenue receivable by any party to the terms extent attributable to the operation of the Assumed Contracts, Transferred Operations for any period in which the Closing Date shall occur shall be prorated as so that the NYSE Companies shall not be entitled to that portion of 12:01 A.M. on any such installment applicable to any period from and after the Closing Date, and if NASD or any NYSE Company, as the case may be, shall receive any such payments after the Closing Date, it shall promptly remit to such other party its share of such payments. (d) The prorations pursuant to this Section 5.11 may be calculated after the Closing, as each item to be prorated (including any such Tax, obligation, assessment, charge, refund, reimbursement, rent installment, fee or revenue) accrues or comes due; provided that, in any event, any such proration shall be calculated not later than thirty (30) days after the party requesting the proration of any item obtains the information required to calculate such proration.

Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided with respect to Transfer Taxes in this AgreementSection 10.2, all real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Acquired Transferred Assets that relate to the tax year for any taxable period that includes the day of the Closing Date and ends after the date of the Closing (a “Straddle Period”), whether imposed or assessed before or after the date of the Closing, shall be prorated between Sellers Seller and Buyer as of 12:01 A.M. the close of business on the day following the date of the Closing so as to apportion to Seller the portion of the Taxes attributable to the portion of the Straddle Period ending on or prior to the Closing Date (the “Pre-Closing Period”), and Sellers on to apportion to Buyer that portion of the one hand and Buyer on Taxes for the other hand Straddle Period attributable to the portion of the taxable period beginning after the Closing Date (the “Post-Closing Period”), in each case determined in the following manner: (i) in the case of Property Taxes relating to Transferred Assets, the amount allocable to the Pre-Closing Period shall each be responsible for their proportionate share equal to the amount of such Property Taxes or obligations (for the entire Straddle Period multiplied by a fraction, the numerator of which proportionate shares shall be determined based on 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 such tax year prior the entire Straddle Period, and (ii) in the case of Taxes other than Property Taxes, the amount allocable to the Pre-Closing DatePeriod shall be computed as if the Straddle Period ended as of the close of business on the day of the Closing. If the Taxes for any Straddle Period are subject to proration but instead are paid in full by Buyer, on the one hand, and the remaining number of days in such tax yearor Seller, 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 Taxes allocable to the other party shall be charged at Closing an amount equal to promptly paid by the other Party upon notification thereof (and in the event that a refund of any portion of the Taxes previously allocated to and paid by such taxes and assessments which relates other Party is received by the original paying Party, the allocable amount of such refund shall be paid 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. (b) Except as otherwise expressly provided in this Agreement, all installments of special assessments or other charges on or with respect to the Acquired Assets which are customarily prorated in connection with the sale of similar assets including, without limitation, base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share Party promptly upon following the receipt of any xxxx, statement or other charge with respect thereto. 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 Daterefund). (c) Except as otherwise expressly provided in this Agreement, all amounts due pursuant to the terms of the Assumed Contracts, for any period in which the Closing Date shall occur shall be prorated as of 12:01 A.M. on the Closing Date.

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. (b) Except as otherwise expressly provided in this Agreement, all installments of special assessments or other charges on or with respect to the Acquired Purchased Assets payable by the Seller for any period in which are customarily prorated in connection with the sale of similar assets Closing shall occur, including, without limitation, base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxxbill, statement or other charge with respect thereto. If such charges charxxx or rates are assessed either based upon time or for a specified period, such charges or rates shall be prorated prorates as of the 12:01 A.M. on the Closing Datedate of the Closing. 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 Datedate of the Closing. (cb) Except as otherwise expressly provided in this AgreementAll refunds, all amounts due pursuant reimbursements, installments of base rent, additional rent, license fees or other use related revenue receivable by any party to the terms extent attributable to the operation of the Assumed Contracts, Business for any period in which the Closing Date shall occur shall be prorated so that the Seller shall be entitled to that portion of any such installment applicable to any period from and after the date of the Closing, and if Purchaser or Seller, as the case may be, shall receive any such payments after the date of 12:01 A.M. on the Closing DateClosing, they shall promptly remit to such other parties their share of such payments. (c) The prorations pursuant to this Section 5.16 may be calculated after the Closing, as each item to be prorated (including without limitation any such Tax, obligation, assessment, charge, refund, reimbursement, rent installment, fee or revenue) accrues or comes due, provided that, in any event, any such proration shall be calculated not later than thirty (30) days after the party requesting proration of any item obtains the information required to calculate such proration.

Proration of Taxes and Certain Charges. (a) Except as provided in Section 5.09 or otherwise expressly provided in this Agreement, all real property Taxes, personal property Property Taxes or similar ad valorem obligations levied with respect relating to the Acquired Purchased Assets that relate to the tax year that includes for any Straddle Period, whether imposed or assessed before or after the Closing Date Date, shall be prorated between the Sellers and Buyer the Purchaser 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 day after the Closing Date. If any Property Taxes subject to proration are paid by the Purchaser, on the one hand, and or the remaining number of days in such tax yearSellers, on the other hand). Notwithstanding , the preceding sentence, proportionate amount of such Property Taxes paid (i) if any such taxes and assessments which are due and payable or 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 event a refund of any portion of such taxes and assessments which relates to the period before the Closing Date (which portion Property Taxes previously paid is received, such refund) shall be determined in accordance with paid promptly by (or to) the proration method described in other after 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 payment 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 Property Taxes (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. (b) Except as otherwise expressly provided in this Agreement, all installments of special assessments or other charges on or with respect to the Acquired Assets which are customarily prorated in connection with the sale of similar assets including, without limitation, base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon following the receipt of any xxxx, statement such refund). All Taxes (other than Property Taxes) relating to the Purchased Assets or other charge with respect thereto. If such charges or rates are assessed either based upon time the Business or for a specified period, such charges or rates the Straddle Period shall be prorated computed as if such taxable period ended as of 12:01 A.M. on the Closing Date. If such charges or rates are assessed based upon usage close of utility or similar services, such charges shall be prorated based upon meter readings taken business on the Closing Date. (cb) Except as otherwise expressly provided in this AgreementAll refunds, all amounts due pursuant reimbursements, installments of base rent, additional rent, license fees or other use related revenue receivable by any party to the terms of extent attributable to the Assumed Contracts, Purchased Assets for any period in which the Closing Date shall occur shall be prorated as so that the Sellers shall not be entitled to that portion of 12:01 A.M. on any such installment applicable to any period from and after the Closing Date and that the Purchaser shall not be entitled to that portion of any such installment applicable to any period prior to the Closing Date, and if the Purchaser or the Sellers, as the case may be, shall receive any such payments after the Closing Date, it shall promptly remit to such other party its share of such payments. (c) The prorations pursuant to this Section 5.11 may be calculated after the Closing, as each item to be prorated (including any such Tax, obligation, assessment, charge, refund, reimbursement, rent installment, fee or revenue) accrues or comes due; provided, that, in any event, any such proration shall be calculated not later than 30 days after the party requesting the proration of any item obtains the information required to calculate such proration, and the payment of any such proration shall be made no later than five days following the completion of such calculation.

Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided elsewhere in this Agreement, including, without limitation, in Section 6.9 and Section 6.10, all real property Taxesproperty, personal property Taxes or and similar ad valorem obligations levied Taxes (such Taxes, "ASSET TAXES") levied, interest and other charges associated with the Assumed Mortgage (subject to Section 6.23), charges of rent and other occupancy expenses (including, without limitation, common area maintenance charges) related to the operation of the Business, and all installments of special assessments or other charges paid with respect to the Acquired Assets that relate to the tax year Assets, for any period that includes the Closing Date but does not terminate on 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. All refunds, rents, fees or other use related revenue receivable by any party to the extent attributable to the operation of the Business for any period in which the Closing shall occur shall be prorated so that Sellers shall be entitled to the portion applicable to the period up to but not including 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 entitled to the number of days in such tax year prior to portion applicable from and after the Closing Date. If Asset Taxes or charges are paid or payments are received by Buyer, on the one hand, and the remaining number of days in such tax yearor Sellers, 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 proportionate amount of such taxes and assessments, Sellers Asset Taxes or charges paid or payments received shall be charged at Closing an amount equal to that portion of paid promptly by (or to) the other after 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 Asset Taxes or similar ad valorem obligations that charges are levied with respect to the Acquired Assets and that relate to tax years beginning on paid or after the Closing Date shall be the responsibility of Buyer. (b) Except as otherwise expressly provided in this Agreement, all installments of special assessments or other charges on or with respect to the Acquired Assets which payments are customarily prorated in connection with the sale of similar assets including, without limitation, base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxx, statement or other charge with respect theretoreceived. 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 Charges assessed based upon usage of utility or similar services, such charges services shall be prorated based upon meter readings taken on the Closing Date. . Prorations of items that accrue or are due after the Closing Date may be calculated as each item to be prorated accrues or comes due, provided that each such proration shall be calculated not later than five (c5) Except as otherwise expressly provided Business Days after the party requesting proration of any item obtains the information required to prorate the item. Notwithstanding anything to the contrary in this Agreement, all amounts due pursuant to after the terms Closing, neither Buyer nor any Seller shall assert any claim against the other in respect of any credit, offset, adjustment or reimbursement for underpayment or overpayment of Asset Taxes, interest and other charges associated with the Assumed ContractsMortgage (subject to Section 6.23) or lease related expenses (including, for any period in which the Closing Date shall occur shall be prorated as of 12:01 A.M. on the Closing Datewithout limitation, real estate Taxes, personal property Taxes, utilities, common area maintenance charges, deposits, and prepaid expenses).

Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided in this Agreementherein, 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 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 and Sellers on the one hand and Buyer on the other hand shall each be responsible for their proportionate share of such Date. If any Taxes or obligations (which proportionate shares shall be determined based on the number of days in such tax year prior subject to the Closing Dateproration are paid by Buyer, on the one hand, and the remaining number of days in such tax yearor Sellers, on the other hand). Notwithstanding , the preceding sentence, proportionate amount of such Taxes paid (i) if any such taxes and assessments which are due and payable or 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 event a refund of any portion of such taxes and assessments which relates to the period before the Closing Date (which portion Taxes previously paid is received, such refund) shall be determined in accordance with paid promptly by (or to) the proration method described in other after the preceding sentence) and Buyer shall pay payment of such Taxes (or promptly following the taxes and assessments prior to their becoming delinquent and (ii) if receipt of any such taxes and assessments which are due and payable inrefund); provided, 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 assessmentshowever, Sellers shall not be charged at Closing an amount equal obligated to that portion of reimburse Buyer for any such taxes and assessments which relates to the period before the Closing Date (which portion shall be determined amounts included 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 Accounts Payable for purposes 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 BuyerWorking Capital Adjustment. (b) Except as otherwise expressly provided in this Agreementherein, all installments of special assessments or other charges on or with respect to the Acquired Assets payable by Sellers for any period in which are customarily prorated in connection with the sale of similar assets includingClosing Date shall occur, without limitation, including base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxxbill, statement or other charge with charxx xith respect thereto. 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. (c) Except as otherwise expressly provided in this Agreementherein, all amounts due pursuant to the terms of the Assumed Contracts, other than those Contracts set forth on Schedule 3.4(a) attached hereto, for any period in which the Closing Date shall occur shall be prorated as of 12:01 A.M. on the Closing Date. (d) If any amounts subject to proration pursuant to subsections (b) or (c) of this Section 7.11 are paid by Buyer, on the one hand, or Sellers, on the other hand, the other party shall promptly reimburse the payor the other party's proportionate amount of such payment; 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 otherwise expressly provided in this AgreementSection 6.6(c), all real property Taxesproperty, personal property Taxes or similar ad valorem obligations Taxes levied with respect to the Acquired Purchased Assets that relate for any taxable period (or portion thereof) ending prior to the tax year that includes First Closing Date, whether imposed or assessed before or after the First Closing Date Date, shall be prorated (on a per diem basis) between Sellers the Seller Companies and Buyer the Purchasers as of 12:01 A.M. on the First Closing Date and Sellers on the one hand and Buyer on the other hand shall each be responsible for their proportionate share of Date. If any such Taxes or obligations (which proportionate shares shall be determined based on are paid by the number of days in such tax year prior to the Closing DatePurchasers, on the one hand, and or the remaining number of days in such tax yearSeller Companies, 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 proportionate amount of such taxes and assessments, Sellers Taxes allocable to the other Party pursuant to the first sentence hereof shall be charged at Closing an amount equal paid promptly by such other Party to that portion the Purchasers or the Seller Companies, as the case may be, after receipt by such other Party of written notice of the payment of such taxes and assessments which relates Taxes. If a refund of any such Taxes is received by the Purchasers, on the one hand, or the Seller Companies, on the other hand, the proportionate amount of such refund attributable to Taxes allocable to the period before other Party pursuant to the Closing Date (which portion first sentence hereof shall be determined in accordance with the proration method described in the preceding sentence) and Buyer shall pay the taxes and assessments prior paid over 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 Buyersuch other party. (b) Except as otherwise expressly provided in this Agreement, all All installments of special assessments or other charges on or with respect to the Acquired Purchased Assets payable by the Seller Companies for any period in which are customarily prorated in connection with the sale of similar assets First Closing Date shall occur, including, without limitation, base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the First Closing Date and each party shall pay its proportionate share promptly upon the receipt of any xxxxbill, statement or other charge with respect thereto. If such charges or xx 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 First 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 First Closing Date. (c) Except as otherwise expressly provided in this AgreementAll refunds, all amounts due pursuant reimbursements, installments of base rent, additional rent, license fees or other use related revenue receivable by any party to the terms extent attributable to the operation of the Assumed Contracts, Business for any period in which the First Closing Date shall occur shall be prorated as so that the Seller Companies shall be entitled to that portion of 12:01 A.M. on any such installment applicable to the period up to but not including the First Closing Date and the Purchasers shall be entitled to that portion of any such installment applicable to any period from and after the First Closing Date, and if the Purchasers or the Seller Companies, as the case may be, shall receive any such payments after the First Closing Date, they shall promptly remit to such other parties their share of such payments. (d) All prepayments made by the Seller Companies with respect to the Purchased Assets or the Business, including but not limited to insurance premiums, advance payments or maintenance agreements and deposits, shall be prorated so that the Seller Companies shall be entitled to that portion of any such payment applicable to the period after and including the First Closing Date, and in the case of deposits, the full amount of the deposit shall be the amount of the adjustment. (e) The prorations pursuant to this Section 6.16 may be calculated after the First Closing Date, as each item to be prorated (including without limitation any such Tax, obligation, assessment, charge, refund, reimbursement, rent installment, fee or revenue) accrues or comes due, provided that, in any event, any such proration shall be calculated not later than thirty (30) days after the party requesting proration of any item obtains the information required to calculate such proration of such item.