Common use of Proration of Taxes Clause in Contracts

Proration of Taxes. Sellers shall bear all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Business, the Purchased Assets and the Assumed Liabilities (individually or in the aggregate) for any taxable period ending on or before the Closing Date irrespective of the reporting and payment dates of such taxes. Liability for real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Business, the Purchased Assets and the Assumed Liabilities (individually or in the aggregate) for a Straddle Period shall be apportioned between the Sellers and the Purchaser (the "Apportioned Obligations") based on the number of days of such Straddle Period included in the period ending on and including the Closing Date and the number of days of such Straddle Period included in the period after the Closing Date. The Sellers shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to such pre-Closing portion of such Straddle Period. The Purchaser shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to such post-Closing portion of such Straddle Period, Purchaser shall be responsible for all such Taxes for taxable periods beginning after the Closing Date. With respect to Taxes described in this Section 8,1, Sellers shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. For puiposes of allocating all other Taxes ("Non- Apportioned Items") with respect to the Business, Purchased Assets and the Assumed Liabilities for any Straddle Period, such Taxes shall be allocated between the pre-Closing portion of such Straddle Period and the post-Closing portion of such Straddle Period based on an interim closing of the books at the end of the day on the Closing Date. The Sellers shall bear any respective Non- Apportioned Items allocable to the pre-Closing portion of any Straddle Period and any other unpaid Taxes with respect to the Business, Purchased Assets and the Assumed Liabilities for Tax periods ending on or prior to the Closing Date. If one Party remits to the appropriate Governmental Entity payment for Taxes, which are subject to proration under this Section 6,1 and such payment includes the other Party's share of such Taxes, such other Party shall promptly reimburse the remitting Party for its share of such Taxes.

Proration of Taxes. Sellers shall bear All real estate ad valorem taxes, general assessments and special assessments and all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to taxes assessed against the Business, the Purchased Assets and the Assumed Liabilities Hotel (individually or in the aggregategenerically “Real Estate Taxes”) for any taxable period ending on or before the tax year in which Closing Date irrespective of the reporting and payment dates of such taxes. Liability for real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Business, the Purchased Assets and the Assumed Liabilities (individually or in the aggregate) for a Straddle Period occurs shall be apportioned prorated between the Sellers Buyer and the Purchaser (the "Apportioned Obligations") based on the number Seller as of days of such Straddle Period included in the period ending on and including the Closing Date and the number of days of such Straddle Period included in the period after the Closing Date. The Sellers Seller shall be liable responsible for any special assessments levied against the Hotel and payable for any years prior to the tax fiscal year in which the Closing occurs plus a pro rata share of such assessments payable for the proportionate amount of such Apportioned Obligations that is attributable to such pre-tax fiscal year in which the Closing portion of such Straddle Period. The Purchaser shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to such post-Closing portion of such Straddle Periodoccurs, Purchaser and Buyer shall be responsible for all subsequent assessments, including a pro rata share of such Taxes assessments payable for taxable periods beginning after the tax fiscal year in which the Closing Dateoccurs. With respect to Taxes described If the real property tax rate, personal property tax rate or any assessment has not been set for the tax year in this Section 8,1, Sellers shall timely file all Tax Returns due before which the Closing Date with respect to occurs, then the proration of such Taxes and Purchaser real property tax, personal property tax or assessment shall prepare and timely file all Tax Returns due after be based on the tax xxxx for the preceding tax year for such tax or assessment which has not been set for the tax year in which the Closing Date with respect to occurs, and such Taxesproration shall be adjusted between Seller and Buyer upon presentation of written evidence that the actual taxes or assessment paid (determined as of the date such taxes or assessment are actually paid) for the tax year in which the Closing occurs differ from the amounts used at Closing. For puiposes The amount of allocating all any tax refunds (net of attorneys’ fees and other Taxes ("Non- Apportioned Items"costs reasonably incurred by Seller in seeking such a reduction) with respect to any portion of the BusinessHotel for all tax years prior to the tax year in which the Closing occurs shall be allocated entirely to Seller and Buyer agrees to, Purchased Assets at no cost to Buyer, reasonably cooperate with Seller in obtaining such refund and/or immediately delivering to Seller any such refund that Buyer may receive, on Seller's behalf, at any time subsequent to the Closing. The amount of any tax refunds (net of attorneys’ fees and other costs reasonably incurred by any Person in seeking such a reduction) with respect to any portion of the Assumed Liabilities Hotel for the tax year in which the Closing occurs shall be apportioned between Seller and Buyer in the same manner as unpaid real estate taxes, personal property taxes and other assessments on the Hotel. The provisions of this Section 8.1 shall survive Closing. Except as provided in Section 8.2.1.4 Seller shall be responsible for room taxes, occupancy taxes, sales taxes, gross receipt taxes, and similar taxes imposed by any Straddle PeriodGovernmental Authority (collectively, such the “Operational Taxes”) accruing prior to the Cut-off Time and Buyer shall be responsible for the Operational Taxes accruing after the Cut-Off Time. For purposes of this Agreement, all of Operational Taxes (expressly excluding taxes and assessments covered by the first paragraph of this Section 8.1, corporate franchise taxes, and federal, state, and local income taxes) shall be allocated between the pre-Closing portion of Seller and Buyer such Straddle Period and the post-Closing portion of such Straddle Period based on an interim closing of the books at the end of the day on the Closing Date. The Sellers shall bear any respective Non- Apportioned Items allocable that those attributable to the pre-Closing portion of any Straddle Period and any other unpaid Taxes with respect to the Business, Purchased Assets and the Assumed Liabilities for Tax periods ending on or period prior to the Closing Date. If one Party remits Cut-Off Time shall be allocable to Seller and those attributable to the appropriate Governmental Entity payment for Taxes, which are subject period from and after the Cut-Off Time shall be allocable to proration Buyer (with the attribution of such taxes hereunder to be done in a manner consistent with the attribution under this Section 6,1 and Agreement of the applicable revenues on which such payment includes the other Party's share of such Taxes, such other Party shall promptly reimburse the remitting Party for its share of such Taxestaxes may be based).

Proration of Taxes. Sellers Seller shall bear be responsible for all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect attributable to the Business, ownership or operation of the Purchased Assets and the Assumed Liabilities (individually or in the aggregate) for any taxable period or portion thereof ending on or before the Closing Date irrespective Effective Time. Buyer shall be responsible for all Taxes attributable to the ownership or operation of the reporting and payment dates of such taxesAssets for any period or portion thereof beginning on or after the Effective Time. Liability for real property Taxes, personal property Asset Taxes and similar ad valorem obligations levied assessed against the Assets with respect to the BusinessTax period in which the Effective Time occurs (“Current Tax Period”), but excluding Asset Taxes which are based on quantity of or the Purchased Assets and the Assumed Liabilities (individually or in the aggregate) for a Straddle Period value of production of Hydrocarbons, shall be apportioned between Seller and Buyer as of the Sellers Effective Time with (a) Seller being obligated to pay a proportionate share of the actual amount of such Taxes for the Current Tax Period determined by multiplying such actual Taxes by a fraction, the numerator of which is the number of days in the Current Tax Period prior to the Effective Time and the Purchaser denominator of which is the total number of days in the Current Tax Period and (b) Buyer being obligated to pay a proportionate share of the "Apportioned Obligations"actual amount of such Taxes for the Current Tax Period determined by multiplying such actual Taxes by a fraction, the numerator of which is the number of days (including the Effective Time) in the Current Tax Period on and after the Effective Time and the denominator of which is the total number of days in the Current Tax Period. Asset Taxes which are based on quantity of or the value of production of Hydrocarbons shall be apportioned between Seller and Buyer based on the number of days units or value of such Straddle Period included in production actually produced, as applicable, before, and at or after, the period ending on and including Effective Time. In the Closing Date and the number of days of such Straddle Period included in the period after the Closing Date. The Sellers shall be liable for the proportionate amount of such Apportioned Obligations event that is attributable to such pre-Closing portion of such Straddle Period. The Purchaser shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to such post-Closing portion of such Straddle Period, Purchaser shall be responsible for all such Taxes for taxable periods beginning after the Closing Date. With respect to Taxes described in this Section 8,1, Sellers shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. For puiposes of allocating all other Taxes ("Non- Apportioned Items") with respect to the Business, Purchased Assets and the Assumed Liabilities for Buyer or Seller makes any Straddle Period, such Taxes shall be allocated between the pre-Closing portion of such Straddle Period and the post-Closing portion of such Straddle Period based on an interim closing of the books at the end of the day on the Closing Date. The Sellers shall bear any respective Non- Apportioned Items allocable to the pre-Closing portion of any Straddle Period and any other unpaid Taxes with respect to the Business, Purchased Assets and the Assumed Liabilities for Tax periods ending on or prior to the Closing Date. If one Party remits to the appropriate Governmental Entity payment for Taxes, which are subject to proration the other Party is responsible under this Section 6,1 Article 12 and such payment includes the other Party's share of such Taxeshas not been taken into account in Section 2.4, such other Party shall promptly reimburse the remitting paying Party for its share promptly but in no event later than ten (10) Days after the presentation of a statement setting forth the amount of reimbursement to which the paying Party is entitled along with such Taxessupporting evidence as is reasonably necessary to calculate the amount of the reimbursement.

Proration of Taxes. Sellers shall bear all All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Business, Huntsville Business or the Purchased Sold Assets and the Assumed Liabilities (individually or in the aggregate) for any taxable period ending on or before the Closing Date irrespective of the reporting and payment dates of such taxes. Liability for real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Business, the Purchased Assets and the Assumed Liabilities (individually or in the aggregate) for a Straddle Period Period, whether such Taxes are payable to a Governmental Authority, a landlord or other third party (“Periodic Taxes”) shall be apportioned between Sections 5.3(b) and 5.3(c) as of the Sellers and the Purchaser (the "Apportioned Obligations") Closing Date based on upon, respectively, the number of calendar days in the portion of such Straddle Period included in the period ending on and including the Closing Date and the number of calendar days in the portion of such Straddle Period included in commencing on the day following the Closing Date. Such prorations shall be based upon the most recent available Tax statement and latest Tax valuation. If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. The Seller shall be responsible for filing all Tax Returns relating to such Taxes with respect to the Huntsville Business and the Sold Assets that are required to be filed on or prior to the Closing Date, and the Buyer shall be responsible for filing all Tax Returns relating to such Taxes with respect to the Huntsville Business and the Sold Assets required to be filed after the Closing Date. The Sellers shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to such pre-Closing portion of such Straddle Period. The Purchaser shall be liable for the proportionate amount of such Apportioned Obligations that is attributable any Periodic Taxes which were paid by Seller in advance but relate to such post-Closing portion of such the Straddle Period, Purchaser shall be responsible for all such Taxes for taxable periods beginning after Period commencing on the Closing Date. With respect to Taxes described in this Section 8,1, Sellers shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due day after the Closing Date with respect to such Taxes. For puiposes of allocating all other Taxes ("Non- Apportioned Items") with respect to the Business, Purchased Assets and the Assumed Liabilities for any Straddle Period, such Taxes shall will be allocated between the pre-Closing portion of such Straddle Period and the post-Closing portion of such Straddle Period based on an interim closing of the books at the end of the day treated as a prepaid current asset on the Closing Date. The Sellers shall bear any respective Non- Apportioned Items allocable to Balance Sheet, and the pre-Closing portion of any Periodic Taxes which relate to a portion of the Straddle Period and any other unpaid Taxes with respect to the Business, Purchased Assets and the Assumed Liabilities for Tax periods ending on or prior to the Closing Date. If one Party remits to the appropriate Governmental Entity payment for Taxes, Date but which are subject required to proration under this Section 6,1 and such payment includes be paid by Buyer after the other Party's share of such TaxesClosing Date, such other Party shall promptly reimburse will be treated as a accrued current liability on the remitting Party for its share of such TaxesClosing Balance Sheet.

Proration of Taxes. Sellers shall bear all All real property Taxes, and personal property and other ad valorem Taxes and similar ad valorem obligations levied with respect all rents, utilities and other charges against, or payable by the owner of, any of the Assets relating to the Businessa time period beginning prior to, and ending after, the Purchased Assets and the Assumed Liabilities (individually or in the aggregate) for any taxable period ending on or before the Closing Date irrespective of the reporting and payment dates of such taxes. Liability for real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Business, the Purchased Assets and the Assumed Liabilities (individually or in the aggregate) for a Straddle Period shall be apportioned between the Sellers and the Purchaser prorated (the "Apportioned Obligations") based on the number most recent available tax statement, latest tax valuation and latest bills) as of days of such Straddle Period included in the Closing. Amounts relating to the period ending on and including the Closing Date and the number of days of such Straddle Period included in the period after the Closing Date. The Sellers shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to such pre-Closing portion of such Straddle Period. The Purchaser shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to such post-Closing portion of such Straddle Period, Purchaser shall be responsible for all such Taxes for taxable periods beginning after the Closing Date. With respect to Taxes described in this Section 8,1, Sellers shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. For puiposes of allocating all other Taxes ("Non- Apportioned Items") with respect to the Business, Purchased Assets and the Assumed Liabilities for any Straddle Period, such Taxes shall be allocated between the pre-Closing portion of such Straddle Period and the post-Closing portion of such Straddle Period based on an interim closing of the books at the end of the day on the Closing Date. The Sellers shall bear any respective Non- Apportioned Items allocable to the pre-Closing portion of any Straddle Period and any other unpaid Taxes with respect to the Business, Purchased Assets and the Assumed Liabilities for Tax periods ending on or prior to the Closing DateDate shall be allocated to and be the obligations of Seller, and amounts relating to the period subsequent to the Closing Date shall be allocated to and be the obligations of Buyer. If one Party remits the Closing occurs before the tax rate is fixed for the then current fiscal or calendar year, whichever is applicable, the proration of the corresponding Taxes shall be estimated on the basis of the tax rate for the last preceding year applied to the appropriate Governmental Entity payment latest assessed valuation. The Seller’s estimated accrued liability (to the Closing) for Taxesany of the above-described Taxes and charges that are due and payable after the Closing, which are subject to proration under this Section 6,1 the extent practicable, shall be made as a credit against the amount payable at the Closing by the Buyer. To the extent the Seller or any its Affiliates has paid or does pay any of the above-described Taxes and such payment includes charges relating to the other Party's share of such Taxesperiod subsequent to the Closing Date, such other Party Buyer shall promptly reimburse the remitting Party for its share Seller in full therefor (including, to the extent practicable, as an addition to the amount payable at the Closing by the Buyer). As to those prorations of Taxes and other charges which are not capable of being ascertained on or prior to the Closing Date (or which were estimated on the Closing Date), such Taxesprorations shall be payable by the Seller to the Buyer, or by the Buyer to the Seller, as applicable, as an adjustment to the Purchase Price within ninety (90) days of date on which the actual amounts become known.

Proration of Taxes. Sellers For purposes of determining the Taxes that relate to any Pre-Closing Tax Period or the portions of any Straddle Period, the parties agree to use the following rules: (i) Taxes in the form of interest, penalties, additions to Tax or other additional amounts that relate to Taxes for any period ending on the Closing Date (or the portion of any Straddle Period ending on the Closing Date) shall bear all real property Taxesbe treated as occurring in a period ending on the Closing Date (or the portion of the Straddle Period ending on the Closing Date) whether such items are incurred, personal property accrued, assessed or similarly charged on, before or after the Closing Date; 48 (ii) With respect to Taxes and similar ad valorem obligations levied that are payable with respect to the Businessany Straddle Period, the Purchased Assets and portion of any such Tax that is attributable to the Assumed Liabilities (individually or in portion of the aggregate) for any taxable period Straddle Period ending on or before the Closing Date irrespective shall be: (A) in the case of Taxes measured by, or imposed on, net income or any other Taxes resulting from, or imposed on, sales, receipts, uses, transfers or assignments of property or other assets, payments or accruals to other persons (including, without limitation, wages), or any other similar transaction or transactions, the amount that would be payable for the portion of the reporting and payment dates of such taxes. Liability for real property Taxes, personal property Taxes and similar ad valorem obligations levied Straddle Period ending on the Closing Date if the Company filed a separate Tax Return with respect to such Taxes or Taxes solely for the Business, portion of the Purchased Assets Straddle Period ending on the Closing Date; and the Assumed Liabilities (individually or B) in the aggregate) case of all other Taxes, an amount equal to the amount of Taxes for a the entire Straddle Period shall be apportioned between multiplied by a fraction the Sellers and the Purchaser (the "Apportioned Obligations") based on numerator of which is the number of calendar days in the portion of such Straddle Period included in the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (A) above, any item determined on an annual or periodic basis (including amortization and depreciation deductions and the affects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of such the Straddle Period included as compared to the number of days in the period after the Closing Date. The Sellers shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to such pre-Closing portion of such entire Straddle Period. The Purchaser shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to such post-Closing portion of such Straddle Period, Purchaser shall be responsible for all such Taxes for taxable periods beginning after the Closing Date. With respect to Taxes described in this Section 8,1, Sellers shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. For puiposes of allocating all other Taxes ("Non- Apportioned Items") with respect to the Business, Purchased Assets and the Assumed Liabilities for any Straddle Period, such Taxes shall be allocated between the pre-Closing portion of such Straddle Period and the post-Closing portion of such Straddle Period based on an interim closing of the books at the end of the day on the Closing Date. The Sellers shall bear any respective Non- Apportioned Items allocable to the pre-Closing portion of any Straddle Period and any other unpaid Taxes with respect to the Business, Purchased Assets and the Assumed Liabilities for Tax periods ending on or prior to the Closing Date. If one Party remits to the appropriate Governmental Entity payment for Taxes, which are subject to proration under this Section 6,1 and such payment includes the other Party's share of such Taxes, such other Party shall promptly reimburse the remitting Party for its share of such Taxes.f)

Proration of Taxes. Sellers shall bear all All real property Taxes, personal property Taxes and other similar ad valorem obligations levied with respect Taxes (“Property Taxes”) relating to the Business, any of the Purchased Assets and the Assumed Liabilities (individually or in the aggregate) for any taxable period ending on or before shall be prorated as of the Closing Date irrespective for the applicable Tax period that includes the Closing Date between the Seller and the Buyer. The amount of the reporting and payment dates of such taxes. Liability for real property Taxes, personal property Property Taxes and similar ad valorem obligations levied with respect allocable to the BusinessSeller shall be equal to the amount of Tax for the period multiplied by a fraction, the Purchased Assets and the Assumed Liabilities (individually or in the aggregate) for a Straddle Period numerator of which shall be apportioned between the Sellers and the Purchaser (the "Apportioned Obligations") based on the number of days from the beginning of such Straddle Period included in the period ending on and including through the Closing Date and the denominator of which shall be the number of days of such Straddle Period included in the period after the Closing Dateperiod. The Sellers amount of Property Taxes allocable to the Buyer shall be liable equal to the amount of Tax or other charge for the proportionate amount period multiplied by a fraction, the numerator of such Apportioned Obligations that is attributable to such pre-Closing portion of such Straddle Period. The Purchaser which shall be liable for the proportionate amount number of such Apportioned Obligations that is attributable to such post-Closing portion of such Straddle Period, Purchaser shall be responsible for all such Taxes for taxable periods beginning after the Closing Date. With respect to Taxes described in this Section 8,1, Sellers shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due days after the Closing Date with respect to such Taxes. For puiposes of allocating all other Taxes ("Non- Apportioned Items") with respect to the Business, Purchased Assets and the Assumed Liabilities for any Straddle Period, such denominator of which shall be the number of days in the period. All other Taxes shall be allocated between as of the pre-Closing portion of such Straddle Period and Date for the post-applicable Tax period that includes the Closing portion of such Straddle Period Date based on an interim a closing of the books at method. In the end event that any party pays a Tax for which the other party is obligated in whole or in part under this Section 4.4(b), the former shall present the latter with a statement setting forth the latter’s proportionate share, and the latter shall promptly pay such proportionate share to the former. For purposes of this Section 4.4(b), any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the day applicable Tax period ending on the Closing Date. The Sellers shall bear any respective Non- Apportioned Items allocable Date on a pro rata basis determined by multiplying the total amount of such item allocated to such Tax period times a fraction, the pre-Closing numerator of which is the number of calendar days in the portion of any Straddle Period and any other unpaid Taxes with respect to the Business, Purchased Assets Tax period ending on the Closing Date and the Assumed Liabilities for denominator of which is the number of calendar days in such Tax periods ending on or prior to the Closing Date. If one Party remits to the appropriate Governmental Entity payment for Taxes, which are subject to proration under this Section 6,1 and such payment includes the other Party's share of such Taxes, such other Party shall promptly reimburse the remitting Party for its share of such Taxesperiod.

Proration of Taxes. Sellers shall bear all All ad valorem Taxes, real property Taxes, personal property Taxes and similar ad valorem obligations levied attributable to the Interests with respect to the Businesstax period in which the Effective Time occurs (the "current tax period") shall be apportioned between Seller and Buyer as of the Effective Time with Seller being obligated to pay a proportionate share of the actual amount of such Taxes for the current tax period determined by multiplying such actual Taxes by a fraction, the Purchased Assets numerator of which is the number of days in the current tax period prior to the Effective Time and the Assumed Liabilities (individually or denominator of which is the total number of days in the aggregate) current tax period. An estimate of Seller's share of such actual Taxes for any taxable the current tax period ending shall be based on or before the immediately preceding tax period assessment, and the Base Purchase Price paid at Closing Date irrespective shall be reduced by the amount of such estimated Taxes owed by Seller for that portion of the reporting and payment dates current tax period prior to the Effective Time. When the actual amount of any such Taxes for the current tax period is known, Buyer shall promptly advise Seller of the proportionate share of such taxesactual Taxes for which Seller is obligated. Liability If the estimate of Seller's share of such actual Taxes made pursuant to this Section was less than Seller's share of such actual Taxes, Seller shall pay Buyer such deficiency within 10 days of receipt of such notice, and if such estimate was more than Seller's share of such actual Taxes, Buyer will refund such excess to Seller at the time such notice is given. Except for the ad valorem Taxes, real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect for the current tax period which are prorated between Buyer and Seller pursuant to this Section, (i) Seller shall be obligated for, and shall indemnify Buyer and its Affiliates from and against, all other Taxes relating to the Business, ownership of the Purchased Assets and Interests or conduct of the Assumed Liabilities (individually or in the aggregate) for a Straddle Period shall be apportioned between the Sellers and the Purchaser (the "Apportioned Obligations") based on the number of days of such Straddle Period included in Business which are attributable to the period ending on and including prior to the Closing Date and the number of days of such Straddle Period included in the period after the Closing Date. The Sellers shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to such pre-Closing portion of such Straddle Period. The Purchaser shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to such post-Closing portion of such Straddle PeriodEffective Time, Purchaser shall be responsible for all such Taxes for taxable periods beginning after the Closing Date. With respect to Taxes described in this Section 8,1, Sellers shall timely file all Tax Returns due before the Closing Date Claims with respect to such other Taxes, and all Claims with respect to Seller's share of Taxes for the current tax period and Purchaser (ii) Buyer shall prepare be obligated for, and timely file shall indemnify Seller and its Affiliates from and against, all Tax Returns due other Taxes relating to the ownership of the Interests or conduct of the Business which are attributable to the period forward after the Closing Date Effective Time, all Claims with respect to such Taxes. For puiposes of allocating all other Taxes ("Non- Apportioned Items") and all Claims with respect to the Business, Purchased Assets and the Assumed Liabilities for any Straddle Period, such Taxes shall be allocated between the pre-Closing portion of such Straddle Period and the post-Closing portion of such Straddle Period based on an interim closing of the books at the end of the day on the Closing Date. The Sellers shall bear any respective Non- Apportioned Items allocable to the pre-Closing portion of any Straddle Period and any other unpaid Taxes with respect to the Business, Purchased Assets and the Assumed Liabilities for Tax periods ending on or prior to the Closing Date. If one Party remits to the appropriate Governmental Entity payment for Taxes, which are subject to proration under this Section 6,1 and such payment includes the other PartyBuyer's share of such TaxesTaxes for the current tax period. Except as specifically provided in this Section 24 or in Section 27, such other Party Buyer is not assuming responsibility for any Taxes for which Seller or any of its Affiliates are liable and, subject to that exception, (i) Seller shall promptly reimburse the remitting Party defend, indemnify and hold harmless Buyer from and against all Taxes for its share of such Taxeswhich Seller is liable and (ii) Buyer shall defend, indemnify and hold harmless Seller from and against all Taxes for which Buyer is liable.