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

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. (b) Anything to the contrary notwithstanding, all refunds of unexpired license plate and tag fees to the extent attributable to the Acquired Assets shall be for the account of Buyer, and Sellers shall turn over any such amounts to Buyer immediately upon receipt. (c) The payment of the Proration Amounts allocated to Seller shall be subject to Section 3.4(e) hereof. (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) All obligations Except as provided in Section 5.15, all Property Taxes levied with respect to the Acquired Purchased 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")Straddle Period, whether imposed or assessed before in the Pre-Closing Tax Period or after the Post-Closing DateTax Period, shall be prorated between Sellers the Seller and Buyer the Purchaser as of 12:01 a.m. 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). (b) Except as otherwise provided in this Agreement, all installments of special assessments or other charges on or with respect to the Purchased Assets payable by the Seller for any period in which the Closing Dateshall 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 and each party shall pay its proportionate share promptly upon the receipt of any bill, statement or other charge with respect thereto. If such charges cxxxxes 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. 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. (bc) Anything to the contrary notwithstandingAll refunds, all refunds reimbursements, installments of unexpired base rent, additional rent, license plate and tag fees or other use related revenue receivable by any party to the extent attributable to the Acquired Assets operation of the Business for any period in which the Closing shall occur shall be for prorated so that the account of Buyer, and Sellers shall turn over any such amounts to Buyer immediately upon receipt. (c) The payment of the Proration Amounts allocated to Seller shall be subject entitled to Section 3.4(e) hereofthat 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 the Closing, 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 DateClosing, 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 itemproration.

Proration of Taxes and Certain Charges. (a) All Except as provided in Section 5.13, all real property Taxes, personal property Taxes, or similar ad valorem obligations levied with respect to the Acquired Purchased Assets for any taxable period that includes the day before the date of 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, date of the utilities and other matters described in Section 5.10, drop yard rents, and payments under the Assumed Leases (collectively the "Proration Amounts")Closing, whether imposed or assessed before or after the Closing Datedate of the Closing, shall be prorated between Sellers Seller and Buyer Purchaser as of 12:01 a.m. A.M. (Mountain) 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). (b) Except as otherwise provided in this Agreement, all installments of special assessments or other charges on or with respect to the Purchased Assets payable by Seller for any period in which the Closing Dateshall 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 and each Party shall pay its proportionate share promptly upon the receipt of any bxxx, 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 the 12:01 a.m. A.M. (Mountain) 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. (bc) Anything to the contrary notwithstandingAll refunds, all refunds reimbursements, installments of unexpired base rent, additional rent, license plate and tag fees or other use related revenue receivable by any Party to the extent attributable to the Acquired Assets operation of the Business for any period in which the Closing shall occur shall be for the account of Buyer, and Sellers shall turn over any such amounts to Buyer immediately upon receipt. (c) The payment of the Proration Amounts allocated to prorated so that Seller shall be subject entitled to Section 3.4(e) hereofthat portion of any such installment applicable to any period prior to Closing and Purchaser shall be entitled to that portion applicable to any period after Closing, and if Purchaser or Seller, as the case may be, shall receive any such payments after the date of the Closing, they shall promptly remit to such other parties their share of such payments. (d) The prorations pursuant to this Section 5.16 may be calculated after the Closing DateClosing, as each item to be prorated (including including, without limitation 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 itemproration.

Proration of Taxes and Certain Charges. (a) All Except as provided in Section 6.16, all real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Acquired Assets Smart Shirts Business for any taxable period that includes the day before the date of 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, date of the utilities and other matters described in Section 5.10, drop yard rents, and payments under the Assumed Leases (collectively the "Proration Amounts")Closing, whether imposed or assessed before or after the Closing Datedate of the Closing, shall be prorated between Sellers Seller Parent and Buyer Purchaser as of 12:01 a.m. on the date of the Closing. If any Taxes subject to proration are paid by Purchaser, on the one hand, or Seller Parent, 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 provided in this Agreement, all installments of special assessments or other charges on or with respect to the Smart Shirts Business payable by Seller Parent for any period in which the date of the Closing Dateshall 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 and each party shall pay its proportionate share promptly upon the receipt of any bxxx, 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 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. (bc) Anything to the contrary notwithstandingAll refunds, all refunds reimbursements, installments of unexpired base rent, additional rent, license plate and tag fees or other use related revenue receivable by any Party to the extent attributable to the Acquired Assets operation of the Smart Shirts Business for any period in which the Closing shall occur shall be for prorated so that Seller Parent or Seller, as applicable, shall be entitled to that portion of any such installment applicable to the account period up to but not including the date of Buyerthe Closing and Purchaser, as applicable, shall be entitled to that portion of any such installment applicable to any period from and after the date of the Closing, and Sellers if Purchaser, Seller Parent or Seller, as the case may be, shall turn over receive any such amounts to Buyer immediately upon receipt. (c) The payment payments after the date of the Proration Amounts allocated Closing, they shall promptly remit to Seller shall be subject to Section 3.4(e) hereofsuch other Parties their share of such payments. (d) The prorations pursuant to this Section 6.14 may be calculated after the Closing Datedate of 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 Party requesting proration of any item obtains the information required to calculate such proration of such item.

Proration of Taxes and Certain Charges. (a) All obligations Except as provided in Section 5.11, all Property Taxes levied with respect to the Acquired Assets REO Property for any taxable period that includes the day before the date of the Closing Date and ends end after the date of 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 the Seller, on the one hand, and Buyer the Purchaser, on the other hand, as of 12:01 a.m. 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). (b) Except as otherwise provided in this Agreement, all installments of special assessments or other charges on or with respect to the Purchased Assets payable by the Seller for any period in which the Closing Date 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. 11:59 P.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 Datedate of the Closing. (bc) Anything to the contrary notwithstandingAll refunds, all refunds reimbursements, installments of unexpired base rent, additional rent, license plate and tag fees or other use related revenue receivable by any party to the extent attributable to the Acquired Assets transferred Leased Real Property for any period in which the Closing Date shall occur shall be for prorated so that the account Seller shall not be entitled to that portion of Buyerany such installment applicable to any period from and after the Closing Date, and Sellers if the Purchaser, shall turn over receive any such amounts payments after the Closing Date, it shall promptly remit to Buyer immediately upon receipt. (c) The payment such other party its share of the Proration Amounts allocated to Seller shall be subject to Section 3.4(e) hereofsuch payments. (d) The prorations pursuant to this Section 5.13 may be calculated after the Closing DateClosing, 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; providedthat, in any event, any such proration shall be calculated not later than thirty (30) 30 days after the party requesting the proration of any item obtains the information required to calculate such proration of such itemproration.

Proration of Taxes and Certain Charges. (a) All Except as provided in this Section 5.08, all real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Acquired Purchased Assets for any taxable 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")Date , whether imposed or assessed before or after the Closing Date, shall be prorated between the Sellers and Buyer the Purchaser as of 12:01 a.m. A.M. New York time on the Closing Date. If any Taxes subject to proration are paid by the Purchaser, on the one hand, or the 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). (b) Except as otherwise provided in this Agreement, all installments of special assessments or other charges on or with respect to the Purchased Assets payable by the Seller for any period in which the Closing Date 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, 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. New York 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. (bc) Anything to the contrary notwithstandingAll refunds, all refunds reimbursements, installments of unexpired base rent, additional rent, license plate and tag fees or other use related revenue receivable by any party to the extent attributable to the Acquired Assets operation of the Business for any period in which the Closing shall occur shall be for prorated so that the account Sellers shall be entitled to that portion of Buyerany 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 Sellers if the Purchaser or the Seller, as the case may be, shall turn over receive any such amounts payments after the Closing Date, they shall promptly remit to Buyer immediately upon receipt. (c) The payment such other parties their share of the Proration Amounts allocated to Seller shall be subject to Section 3.4(e) hereofsuch payments. (d) The prorations pursuant to this Section 5.08 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) 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) All Except as provided in this section, all personal property Taxes or similar ad valorem obligations levied with respect to the Acquired Purchased Assets for any taxable period that includes the day before the date of 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, date of the utilities and other matters described in Section 5.10, drop yard rents, and payments under the Assumed Leases (collectively the "Proration Amounts")Closing, whether imposed or assessed before or after the Closing Datedate of the Closing, shall be prorated between the Sellers and Buyer the Purchaser as of 12:01 a.m. A.M. on the date of the Closing. If any Taxes subject to proration are paid by the Purchaser, on the one hand, or the 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). (b) Except as otherwise provided in this Agreement, all installments of special assessments or other charges on or with respect to the Purchased Assets payable by the Sellers for any period in which the date of the Closing Dateshall 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, and each party shall pay its proportionate share promptly upon the receipt of any bxxx, 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. 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. (bc) Anything to the contrary notwithstandingAll refunds, all refunds reimbursements, installments of unexpired base rent, additional rent, license plate and tag fees or other use related revenue receivable by any party to the extent attributable to the Acquired Assets operation of the Business for any period in which the Closing shall occur shall be for prorated so that the account Sellers shall be entitled to that portion of Buyerany such installment applicable to the period up to but not including the date of the Closing and the Purchaser shall be entitled to that portion of any such installment applicable to any period from and after the date of the Closing, and Sellers if the Purchaser or the Sellers, as the case may be, shall turn over receive any such amounts to Buyer immediately upon receipt. (c) The payment payments after the date of the Proration Amounts allocated Closing, they shall promptly remit to Seller shall be subject to Section 3.4(e) hereofsuch other parties their share of such payments. (d) The prorations pursuant to this Section 5.07 may be calculated after the Closing Datedate of 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) 30 days after the party requesting proration of any item obtains the information required to calculate such proration of such item.