Proration of Taxes at Closing Sample Clauses

Proration of Taxes at Closing. All non-delinquent real estate taxes and special assessments, if any, assessed against the Property shall be prorated between Seller and Purchaser as of the Closing Date in the customary fashion, based upon the actual current tax xxxx. If the most recent tax xxxx received by Seller before the Closing Date is not the actual current tax xxxx, then Seller and Purchaser shall initially prorate the real estate taxes at the Closing by applying the tax rate indicated on the most recent tax xxxx received by Seller to the latest assessed valuation, and shall re-prorate the real estate taxes retroactively at the Final Closing Adjustment. All real estate taxes accruing before the Closing Date shall be the obligation of Seller and all real estate taxes accruing on and after the Closing Date shall be the obligation of Purchaser. Any delinquent real estate taxes assessed against the Property shall be paid (together with any interest and penalties) by Seller at the Closing. Any general or special assessments, if any, assessed against the Property for work which has been completed prior to the Closing shall be paid for in full by Seller at or prior to the Closing; provided, however that if any such assessment is payable in installments, Seller shall pay all of such installments due through the day prior to the Closing, and Purchaser shall be responsible for the balance of such installments. All other assessments shall be paid by Purchaser when due (and if due prior to Closing, shall be paid at or prior to Closing).
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Proration of Taxes at Closing. All Real Estate Taxes shall be prorated between Seller and Purchaser on an accrual basis, based upon the most recent xxxx provided that, in the event any Real Estate Taxes may be paid in installments, the same shall be prorated over the longest period of time payments are permitted by law. If the most recent xxxx received by Seller before the Closing Date is not the actual (as opposed to estimated) current tax xxxx, then Seller and Purchaser shall initially prorate the Real Estate Taxes at the Closing by using the most current available tax xxxx and shall reprorate the Real Estate Taxes retroactively at the time the actual current tax xxxx is available. All Real Estate Taxes accruing before the Closing Date shall be the obligation of Seller and all Real Estate Taxes accruing on and after the Closing Date shall be the obligation of Purchaser. In the event that Seller has prepaid any Real Estate Taxes to the municipality in which the Property is located, Seller shall be entitled to a credit from Purchaser therefor at Closing.
Sample 1
Proration of Taxes at Closing. All non-delinquent real estate taxes assessed against the Real Property shall be prorated between Seller and Purchaser on an accrual basis, based upon the actual current tax xxxx. If the most recent tax xxxx received by Seller before the Closing Date is not the actual current tax xxxx, then Seller and Purchaser shall initially prorate the real estate taxes at the Closing by applying 110% of the tax rate indicated on the most recent tax xxxx received by Seller to the latest assessed
Sample 1
Proration of Taxes at Closing. All non-delinquent real estate taxes assessed against the Real Property shall be prorated between Seller and Purchaser on an accrual basis, based upon the actual current tax xxxx. If the most recent tax xxxx received by Seller before the Closing Date is not the actual current tax xxxx, then Seller and Purchaser shall initially prorate the real estate taxes at the Closing by applying 110% of the tax rate indicated on the most recent tax xxxx received by Seller to the latest assessed valuation, and shall reprorate the real estate taxes retroactively during reconciliation under Section 9.5. All real estate taxes accruing before the Closing Date shall be the obligation of Seller and all real estate taxes accruing on and after the Closing Date shall be the obligation of Purchaser. Any delinquent real estate taxes assessed against the Real Property shall be paid (together with any interest and penalties) by Seller at the Closing.
Sample 1
Proration of Taxes at Closing. All non-delinquent real estate taxes assessed against the Property shall be prorated between Seller and Purchaser, based upon the actual current tax xxxx. If the most recent tax xxxx received by Seller before the Closing Date is not the actual current tax xxxx, then Seller and Purchaser shall initially prorate the real estate taxes at the Closing by applying the most recent tax assessment rate established by the District of Columbia to the latest assessed valuation established by the District of Columbia for tax purposes (which may be from a notice of assessment or the most recent tax xxxx), and shall reprorate the real estate taxes retroactively at the Final Closing Adjustment. All real estate taxes accruing before the Closing Date (no matter when assessed or levied) shall be the obligation of Seller and all real estate taxes accruing on and after the Closing Date shall be the obligation of Purchaser. Any delinquent real estate taxes assessed against the Property shall be paid (together with any interest and penalties) by Seller at the Closing.
Sample 1
Proration of Taxes at Closing. All Real Estate taxes assessed against the Property (other than any fines or penalties, the payment of which on or before Closing shall be the responsibility of Seller solely), shall be prorated, as between Seller and Purchaser, as of the Closing Date as follows: the 2005 tax xxxx shall be prorated, as between Seller and Purchaser, based upon the actual current tax xxxx and the number of days the Real Property was owned by Seller and Purchaser, respectively, during the Calendar Year of Proration. If the most recent tax xxxx received by Seller before the Closing is not the actual current tax xxxx, then Seller and Purchaser shall initially prorate the Real Estate taxes at the Closing by applying one hundred percent (100%) of the tax rate for the period covered by the most current available tax xxxx to the latest assessed valuation, and shall re-prorate the Real Estate Taxes retroactively at the Final Closing Adjustment.
Sample 1
Proration of Taxes at Closing. All Real Estate Taxes assessed against the Property (other than any fines or penalties, the payment of which on or before Closing shall be the responsibility of Sellers solely), shall be prorated, as between Sellers and Purchaser, as of the Closing Date as follows: the tax xxxx for Real Estate Taxes accruing (whether or not payable) during the 2005 calendar year shall be prorated as between Sellers and Purchaser, based upon the actual current tax xxxx and the number of days the Subject Interests were owned by Sellers and Purchaser, respectively, during the Calendar Year of Proration. If the most recent tax xxxx received by Owner before the Closing is not the tax xxxx for Real Estate Taxes accruing (whether or not payable) during the 2005 calendar year, then Sellers and Purchaser shall initially prorate the Real Estate Taxes at the Closing by applying one hundred percent (100%) of the tax rate for the period covered by the most current available tax xxxx to the latest assessed valuation, and shall re-prorate the Real Estate Taxes retroactively at the Final Closing Adjustment. All unpaid Real Estate Taxes accruing for any period of time prior to calendar year 2005 shall be charged to Sellers and credited to Purchaser at Closing.
Sample 1
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Related to Proration of Taxes at Closing

  • Proration of Taxes For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date.

  • Allocation of Taxes For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions:

  • Payment of Taxes, Assessments, etc The Servicer (other than with respect to a Foreclosed Property) and the Special Servicer (with respect to any Foreclosed Property) shall maintain accurate records with respect to the Property (or such Foreclosed Property, as the case may be) reflecting the status of real estate taxes, assessments, charges and other similar items that are or may become a lien on the Property (or such Foreclosed Property, as the case may be) and the status of insurance premiums payable in respect of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay real estate taxes, assessments and charges, insurance premiums, ground rent, operating expenses and other similar items from funds in the applicable Reserve Account in accordance with the Mortgage Loan Agreement at such time as may be required by the Mortgage Loan Documents. If the Borrower Related Parties do not make the necessary payments and/or a Mortgage Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the Servicer shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23, from its own funds for amounts payable with respect to all such items related to the Property when and as the same shall become due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when and if applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in accordance with the terms of the Mortgage Loan Agreement.

  • Collection of Taxes, Assessments and Similar Items; Escrow Accounts (a) To the extent required by the related Mortgage Note and not violative of current law, the Master Servicer shall establish and maintain one or more accounts (each, an "Escrow Account") and deposit and retain therein all collections from the Mortgagors (or advances by the Master Servicer) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Master Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law.

  • Collection of Taxes, Assessments and Similar Items (a) To the extent provided in the applicable Servicing Agreement, the Master Servicer shall cause each Servicer to establish and maintain one or more custodial accounts at a depository institution (which may be a depository institution with which the Master Servicer or any Servicer establishes accounts in the ordinary course of its servicing activities), the accounts of which are insured to the maximum extent permitted by the FDIC (each, an “Escrow Account”) and to deposit therein any collections of amounts received with respect to amounts due for taxes, assessments, water rates, standard hazard insurance policy premiums, Payaheads, if applicable, or any comparable items for the account of the Mortgagors. Withdrawals from any Escrow Account may be made (to the extent amounts have been escrowed for such purpose) only in accordance with the applicable Servicing Agreement. Each Servicer shall be entitled to all investment income not required to be paid to Mortgagors on any Escrow Account maintained by such Servicer. The Master Servicer shall make (or cause to be made) to the extent provided in the applicable Servicing Agreement advances to the extent necessary in order to effect timely payment of taxes, water rates, assessments, Standard Hazard Insurance Policy premiums or comparable items in connection with the related Mortgage Loan (to the extent that the Mortgagor is required, but fails, to pay such items), provided that it or the applicable Servicer has determined that the funds so advanced are recoverable from escrow payments, reimbursement pursuant to Section 4.02 or otherwise.

  • Apportionment of Taxes For purposes of this Agreement, all Taxes and Tax liabilities with respect to the income, property, employees or operations of the JVC, as the case may be, that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (a) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding manner.

  • Payment of Taxes, Etc Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

  • Making and Proration of Payments Setoff Taxes 37 7.1 Making of Payments 37 7.2 Application of Certain Payments 37 7.3 Due Date Extension 37 7.4 Setoff 37 7.5 Proration of Payments 38 7.6 Taxes 38

  • Tax Cooperation; Allocation of Taxes (i) Seller and Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Business as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax return. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e).

  • Deduction of Tax It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

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