Common use of Proration of Taxes and Charges Clause in Contracts

Proration of Taxes and Charges. All real estate and personal property Taxes, and all rents, utilities and other charges, against or payable by the owner of any of the Transferred Assets (including the Transferred Real Property) relating to a time period beginning prior to, and ending after, the Closing (collectively, “Property Taxes and Charges”) shall be prorated (based on the most recent available tax statement, latest tax valuation and latest bills or invoices, as applicable) as of the Closing and apportioned between the Seller and the Purchaser based on the number of days in the relevant taxable period that are prior to the Closing Date (for which the Seller shall be liable) and the number of days of such taxable or billing period that follows the Closing Date (for which the Purchaser shall be liable). Subject to this Section 6.9, if the Closing occurs before the tax rate is fixed for the then current fiscal or calendar year, whichever is applicable, for purposes of determining the amount payable by the Purchaser at the Closing, the proration of the corresponding Property Taxes and Charges shall be on the basis of the tax rate for the last preceding year applied to the latest assessed valuation. The portion of Property Taxes and Charges that are due and payable or estimated to be due and payable after the Closing, but which accrued prior to or on the Closing Date, and for which the Seller is liable pursuant to this Section 6.9, and for which the Purchaser will be obligated to pay, shall decrease the amount payable at the Closing by the Purchaser pursuant to Section 2.5. The portion of any Property Taxes and Charges that were paid prior to the Closing by the Seller and for which the Purchaser is liable pursuant to this Section 6.9, shall increase the amount payable at the Closing by the Purchaser pursuant to Section 2.5. After the Closing, upon receipt of any xxxx or assessment for Property Taxes and Charges, the Purchaser or the Seller, as applicable, shall present a statement to the other party setting forth the amount of such Property Taxes and Charges for which the other party is liable pursuant to this Section 6.9, taking into account any estimates of such Property Taxes and Charges that either increased or decreased the amount payable at the Closing by the Purchaser pursuant to the immediately preceding sentence and Section 2.5. As soon as is reasonably practicable (which shall not exceed ten (10) business days following the receipt thereof), the Purchaser shall pay to the Seller any refund, credit or other offset obtained by the Purchaser or any of its Affiliates solely in respect of any Property Taxes and Charges paid by the Seller pursuant to this Section 6.9.

Proration of Taxes and Charges. All real estate and personal property Taxes, and all rents, utilities and other charges, Taxes against or payable by the owner of any of the Transferred Assets (including the Transferred Real Property) relating to a time period beginning prior to, and ending after, either the First Closing (collectively, the “First Closing Personal Property Taxes and Charges”) or the Second Closing (collectively, the “Second Closing Personal Property Taxes and Charges, and collectively with the First Closing Personal Property Taxes and Charges, the “Personal Property Taxes and Charges”), as applicable, shall be prorated (based on the most recent available tax statement, latest tax valuation and latest bills or invoices, as applicable) as of the applicable Closing and apportioned between the Seller and the Purchaser based on the number of days in the relevant taxable period that are prior to the applicable Closing Date (for which the Seller shall be liable) and the number of days of such taxable or billing period that follows the such Closing Date (for which the Purchaser shall be liable). Subject to this Section 6.96.6, if the any Closing occurs before the tax rate is fixed for the then current fiscal or calendar year, whichever is applicable, for purposes of determining the amount payable by the Purchaser at the such Closing, the proration of the corresponding Personal Property Taxes and Charges shall be on the basis of the tax rate for the last preceding year applied to the latest assessed valuation. The portion of Personal Property Taxes and Charges that are due and payable or estimated to be due and payable after the such Closing, but which accrued prior to or on the applicable Closing Date, and for which the Seller is liable pursuant to this Section 6.96.6, and for which the Purchaser will be obligated to pay, shall decrease the amount payable at the applicable Closing by the Purchaser pursuant to Section 2.5. The portion of any (i) First Closing Personal Property Taxes and Charges that were paid prior to the First Closing and (ii) Second Closing Personal Property Taxes and Charges that were paid prior to the Second Closing, in each case by the Seller and for which the Purchaser is liable pursuant to this Section 6.96.6, shall increase the amount payable at the applicable Closing by the Purchaser pursuant to Section 2.5. After the each Closing, upon receipt of any xxxx or assessment for First Closing Personal Property Taxes and Charges or Second Closing Personal Property Taxes and Charges, as applicable, the Purchaser or the Seller, as applicable, shall present a statement to the other party setting forth the amount of such Personal Property Taxes and Charges for which the other party is liable pursuant to this Section 6.96.6, taking into account any estimates of such Personal Property Taxes and Charges that either increased or decreased the amount payable at the applicable Closing by the Purchaser pursuant to the immediately preceding sentence and Section 2.5. As soon as is reasonably practicable (which shall not exceed ten (10) business days following the receipt thereof), the Purchaser shall pay to the Seller any refund, credit or other offset obtained by the Purchaser or any of its Affiliates solely in respect of any Personal Property Taxes and Charges paid by the Seller pursuant to this Section 6.96.6.