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 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 on a per diem basis between Seller and Buyer as of 12:01 A.M. on the Closing Date. If any Taxes subject to proration are paid by Buyer, on the one hand, or 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 Agreement, all installments of special assessments or other charges on or with respect to the Acquired Assets payable by 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. 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 6.9, all Real Property real property Taxes, Personal Property personal property Taxes or similar ad valorem obligations levied with respect to the Acquired Assets for any taxable period that includes the day before the Closing Date and ends after the Closing Date, whether imposed or assessed before or after the Closing Date, shall be prorated on a per diem basis between Seller Sellers and Buyer as of 12:01 A.M. on the Closing Date. If any Taxes subject to proration are paid by Buyer, on the one hand, or SellerSellers, 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 AgreementSection 6.10, all installments of special assessments or other charges on or with respect to the Acquired Assets payable by Seller Sellers for any period in which the Closing Date shall occur, including 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 that Sellers 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 Sellers, 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 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 Agreement, all Real Property real property Taxes, Personal Property 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 on or after the Closing Date, whether imposed or assessed before or after the Closing Date, shall be prorated on a per diem basis between Seller Sellers and Buyer as of 12:01 A.M. on the Closing Date. If any Taxes subject to proration are paid by Buyer, on the one hand, or SellerSellers, 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 Agreement, all installments of special assessments or other charges on or with respect to the Acquired Purchased Assets payable by Seller Sellers 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 xxxxbxxx, 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 or paid 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 5.11, all Real Property Taxes, Personal Property Taxes or similar ad valorem obligations 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, whether imposed or assessed before or after the Closing Date, shall be prorated between the Seller, on a per diem basis between Seller 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 Buyerthe 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 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 the Closing Date shall occur, 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 xxxxbxxx, 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. (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 of extent attributable to the Assumed Contracts, transferred Leased Real Property 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 the Purchaser, 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 5.13 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.

Proration of Taxes and Certain Charges. (a) Except as otherwise expressly provided in this AgreementSection 5.17, all Real Property real property Taxes, Personal Property 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, whether imposed or assessed before or after the Closing Date, shall be prorated on a per diem basis between Seller the Sellers and Buyer the Purchaser as of 12:01 A.M. New York time on the Closing Date. If any Taxes subject to proration are paid by Buyerthe Purchaser, on the one hand, or Sellerthe 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 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 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 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. 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. (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 Sellers 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 5.17 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 AgreementSection 6.08, all Real Property real property Taxes, Personal Property personal property Taxes or similar ad valorem obligations levied with respect to the Acquired Contributed Assets for any taxable period that includes the day before the date of the Closing Date and ends after the Closing Datedate of the Closing, whether imposed or assessed before or after the Closing Datedate of the Closing, shall be prorated on a per diem basis between Seller Flotec and Buyer the Company as of 12:01 A.M. on the Closing Datedate of the Closing. If any Taxes subject to proration are paid by Buyerthe Company, on the one hand, or SellerFlotec or Deep Down, 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 Agreement, all installments of special assessments or other charges on or with respect to the Acquired Contributed Assets payable by Seller Flotec for any period in which the Closing Date shall occur, including 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 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. (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 Flotec shall be entitled to that portion of any such installment applicable to any period from and after the date of the Closing, and if the Company or Flotec, 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 6.10 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.