Common use of Proration of Taxes Clause in Contracts

Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes and refunds thereof allocable to the Pre-Closing Period and the Post-Closing 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 calendar days during the Straddle Period that are in the Pre-Closing Period and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended as of the close of business on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund).

Proration of Taxes. For purposes Except as provided in Section 5.15 or 5.16, the portion of this Agreementany Tax payable with respect to a Straddle Period that is allocable to the portion of the Straddle Period ending on the Closing Date or Facility Transfer Date applicable to the Purchased Asset or Transferred Employee (or, with respect to any Deferred Asset or Deferred Closing Transfer Employee, the applicable Deferred Closing Date) shall be (i) in the case of any Straddle Period, (a) Property property and similar ad valorem Taxes and refunds thereof allocable any other Taxes not described in clause (ii) below relating to the Pre-Closing Period and Purchased Assets or the Post-Closing Period shall be Business, 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 calendar days during the Straddle Period that are in fall on or prior to the Pre-Closing Period and the Post-Date, Facility Transfer Date or Deferred Closing PeriodDate, respectivelyas applicable, and the denominator of which is the number of calendar days in the entire Straddle Period Period, and (bii) in the case of sales and similar Taxes, employment Taxes (and other than Property Taxes) and refunds thereof for Taxes that are readily apportionable based on an actual or deemed closing of the Pre-Closing Period shall be books relating to the Purchased Assets or the Business, computed as if such taxable period ended as of the close of business on the Closing Date and for or Facility Transfer Date applicable to the Post-Purchased Asset or Transferred Employee or, with respect to any Deferred Asset or Deferred Closing Period shall be computed as if such taxable period began on Transfer Employee, the day after the applicable Deferred Closing Date. The Party that has the primary obligation If any Taxes subject to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined proration pursuant to the first preceding sentence are paid by the Purchaser or its Affiliates, on the one hand, or BSC or its Affiliates, on the other hand, then the proportionate amount of such Taxes for which the non-paying party is responsible under the terms of this Section 6.4, Seller Agreement shall pay be promptly reimbursed to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly the paying party by the non-paying party after the payment of such Taxes. Any refunds, credits or similar benefits relating to such Taxes (shall be allocated between the Purchaser and BSC in the same manner that the Taxes to which the refunds, credits or receipt similar benefits relate were paid, and BSC shall promptly pay to the Purchaser, or the Purchaser shall promptly pay to BSC, as the case may be, the portion of such refund), credit or similar benefit received or realized that is allocable to the other party hereunder.

Proration of Taxes. For purposes Real and personal property taxes, ad valorem taxes, and franchise fees or taxes (that are imposed on a periodic basis (as opposed to a net income basis)) (collectively, "PERIODIC TAXES") shall be prorated between Seller and Buyer for any Xxxxxx 43 EXECUTION taxable period that includes but does not end on the Closing Date (all such periods of time being hereinafter called "PRORATION PERIODS"). Periodic Taxes attributable to Proration Periods shall be prorated between Buyer and Seller based on the relative periods the Contributed Assets were owned by each respective party during the fiscal period of the taxing jurisdiction for which such taxes were imposed by such jurisdiction (as such fiscal period is or may be reflected on the xxxx rendered by such taxing jurisdiction). On the Closing Date, Buyer and Seller shall pay or be reimbursed, on this Agreementprorated basis, for Periodic Taxes that have been paid before the Closing Date. On the Closing Date, Buyer and Seller shall also be reimbursed, on this prorated basis, for Periodic Taxes that are to be paid after the Closing Date. The reimbursement of Periodic Taxes that are to be paid on or after the Closing Date shall be based on a reasonable estimate of the amount of such Periodic Taxes to be paid (based on past experience). To the extent that Buyer or Seller are not reimbursed on the Closing Date for Periodic Taxes that are paid after the Closing Date, or, in the event the estimated amount of the preceding sentence proves to have been inaccurate, Buyer or Seller shall promptly forward an invoice to the other party for its reimbursable pro rata share, if any. If the other party does not pay the invoice within 30 calendar days of receipt, the amount of such payment shall bear interest at the rate of 8% per annum. With respect to Taxes other than Periodic Taxes, in the case that the Closing Date is not the end of any Straddle Periodthe taxable period under applicable law, (a) Property such Taxes and refunds thereof allocable to the Pre-Closing Period and the Post-Closing 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 calendar days during the Straddle Period that are in the Pre-Closing Period and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period Tax Periods shall be computed determined as if such the Closing Date were the end of a short taxable period ended and income or loss for such period shall be determined on the basis of closing of the books as of the close of business on the Closing Date and (other than for the Post-Closing Period shall be computed as if such taxable period began those transactions occurring on the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly but after the payment Closing, that are not in the ordinary course of such Taxes (or receipt of such refundbusiness).

Proration of Taxes. For (a) All real estate ad valorem taxes, general assessments and special assessments and all personal property ad valorem taxes assessed against the Hotel (collectively, “Taxes”) with respect to the tax year in which Closing occurs shall be prorated between Purchaser and Seller as of the Closing Date. If the amount of any such Taxes is not ascertainable on the Closing Date, the proration for such Taxes shall be based on the tax rates set forth in the most recent available xxxx and the latest assessed valuation of the Property; provided, however, that after the Closing, Seller and Purchaser shall re-prorate the Taxes in accordance with Section 4.4.14 below and pay any deficiency in the original proration to the other party promptly upon receipt of the actual xxxx for the relevant taxable period. Purchaser shall give Seller written notice of the actual amounts of any such bills within three (3) days after receipt thereof. If, at the time of the Closing, the Hotel is subject to a special assessment or assessments which are payable by Seller and which are or may become payable in installments, then, for the purposes of this Agreement, in all of the case installments of any Straddle Period, (a) Property Taxes and refunds thereof allocable to the Pre-Closing Period and the Post-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of special assessment or assessments which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended as of the close of business not delinquent on the Closing Date and for the Post-Closing Period which may be paid thereafter shall be computed as equitably apportioned between Seller and Purchaser based upon their respective periods of ownership in relation to the benefits for which such assessments were levied. (b) Seller retains the right to commence, continue and settle any proceeding to contest any Taxes for any taxable period which terminates prior to the date of the Closing, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings. (c) Seller shall have the right to commence, continue and settle any proceeding to contest any Taxes for any taxable period which includes the Closing Date. Notwithstanding the foregoing, if Purchaser desires to contest any Taxes for such taxable period began on and Seller has not commenced any proceeding to contest any such Taxes for such taxable period, Purchaser shall provide written notice requesting that Seller contest such Taxes. If Seller desires to contest such Taxes, Seller shall provide written notice to Purchaser within fifteen (15) days after receipt of Purchaser’s request confirming that Seller will contest such Taxes, in which case Seller shall proceed to contest such Taxes, and Purchaser shall not have the right to contest such Taxes. If Seller fails to provide such written notice confirming that Seller will contest such Taxes within such fifteen (15) day period, Purchaser shall have the right to contest such Taxes. Any refunds or abatements awarded in such proceedings shall be used first to reimburse the party contesting such Taxes for the reasonable costs and expenses incurred by such party in contesting such Taxes, and the remainder of such refunds or abatements shall be prorated between Seller and Purchaser as of the Cut-Off Time, and the party receiving such refunds or abatements promptly shall pay such prorated amount due to the other party. (d) Purchaser shall have the right to commence, continue and settle any proceedings to contest Taxes for any taxable period which commences after the Closing Date. The Party that has the primary obligation , and shall be entitled to do so under applicable Law shall file any Tax Return that is required to be filed in respect refunds or abatements of Taxes described awarded in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser proceedings. (or refunds thereofe) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay use commercially reasonable efforts to Seller, as appropriate, such proportionate amount promptly after cooperate with the payment party contesting the Taxes (at no cost or expense to the party not contesting the Taxes other than any de minimis cost or expense or any cost or expense which the requesting party agrees in writing to reimburse) and to execute and deliver any documents and instruments reasonably requested by the party contesting the Taxes in furtherance of the contest of such Taxes (or receipt of such refund)Taxes.

Proration of Taxes. For purposes of this Agreement, in determining the case Taxes that relate to any Pre-Closing Tax Period or the portions of any Straddle Period, the parties agree to use the following rules: (ai) Property Taxes and refunds thereof allocable 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 be 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, accrued, assessed or similarly charged on, before or after the Closing Date; (ii) With respect to Taxes that are payable with respect to any Straddle Period, the portion of any such Tax that is attributable to the Pre-portion of the Straddle Period ending on the Closing Date 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 Straddle Period and ending on the Post-Closing Date if the Company filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period shall be ending on the Closing Date; and (B) in the case of all other Taxes, an amount equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, fraction the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-portion of the period ending on the Closing Period and the Post-Closing Period, respectively, Date and the denominator of which is the number of calendar days in the entire Straddle Period Period. For purposes of clause (A) above, any item determined on an annual or periodic basis (including amortization and (bdepreciation deductions and the affects of graduated rates) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended as allocated to the portion of the close of business Straddle Period ending on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began based on the day after relative number of days in such portion of the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable Straddle Period as compared to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to number of days in the Post-Closing entire Straddle Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund).

Proration of Taxes. (a) Solely for purposes of determining the amount of Taxes that are Working Capital Liabilities and the amount of Seller Taxes: (i) Seller shall be allocated all Asset Taxes for any Pre-Effective Time Tax Period, and Buyer shall be allocated all Asset Taxes for any Tax period other than a Pre-Effective Time Tax Period (including the portion of any Straddle Period beginning at the Effective Time). For purposes of this Agreement, determining the Tax allocations described in the case preceding sentence, (A) Asset Taxes that are attributable to severance or production (other than such Asset Taxes described in clause (C)) shall be allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (B) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (A) or (C)) shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred, and (C) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the Pre-Effective Time Tax Period and the portion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur in the Pre-Effective Time Tax Period, on the one hand, and the number of days in such Straddle Period that occur at and after the Effective Time, on the other hand. (ii) Seller shall be allocated all Taxes (other than Asset Taxes) imposed on the Company for any Pre-Effective Time Tax Period, and Buyer shall be allocated all Taxes (other than Asset Taxes) of the Company for any Tax period other than a Pre-Effective Time Tax Period (including the portion of any Straddle PeriodPeriod beginning at the Effective Time). For purposes of determining the Tax allocations described in the preceding sentence, any Taxes (aother than Asset Taxes) Property Taxes and refunds thereof allocable to imposed on the Pre-Closing Period and the Post-Closing Period Company shall be equal allocated using a “closing of the books” methodology as of the Effective Time. (b) To the extent the actual amount of a Tax that is a Working Capital Liability is not known at the time an adjustment is to be made with respect to Purchase Price pursuant to Section 2.3 and Section 2.7, the Parties shall utilize the most recent information available in estimating the amount of such Property Taxes Tax for the entire Straddle Period multiplied by a fraction, the numerator purposes of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended as of the close of business on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Returnadjustment. To the extent any the actual amount of such Taxes paid by Purchaser (or refunds thereof) are Tax is ultimately determined to be different than the amount that was taken into account as a Working Capital Liability in the Final Purchase Price, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Tax that is allocable to such Party under this Section 11.1, provided that any Tax treated as a Working Capital Liability for purposes of determining the Pre-Closing Period or Taxes paid Final Purchase Price shall be deemed to be borne by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence for purposes of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund11.1(b).

Proration of Taxes. The Parties acknowledge that the transactions contemplated by this Agreement will result in the termination of the Company for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code, which will cause the Company’s taxable year to close as of the Closing Date and the Tax Returns shall be prepared consistently with that approach. The Purchaser shall not be allocated any portion of the Company’s income or loss for the Company’s taxable year ending on the Closing Date, or for any prior taxable year. For purposes of this Agreementallocating liability for Taxes under Section 10.14(c) for Taxes other than for federal income tax purposes, in the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), (ai) real, personal and intangible property Taxes (“Property Taxes and refunds thereof Taxes”) of the Company allocable to the Pre-Closing Period and the Post-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 calendar days during the Straddle Period that are in the Pre-Closing Tax Period and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period Period; and (bii) Taxes (other than Property Taxes) and refunds thereof for of the Company allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed Date in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable proportion to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence number of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund)days in each period.

Proration of Taxes. For purposes Seller shall be allocated all ad valorem, property, excise, severance, production, sales, use or similar Taxes based upon the operation or ownership of this Agreementthe Assets or the severance or production of Hydrocarbons or the receipt of proceeds therefrom Taxes (“Asset Taxes”) for (a) any taxable period ending on the day immediately before the date on which the Effective Time occurs, and (b) the portion of any taxable period beginning before and ending after the Effective Time (the “Straddle Period”), in each case, ending on the case day immediately before the date prior to the day on which the Effective Time occurs (collectively, the “Pre-Effective Time Tax Period”), and Buyer shall be allocated all Asset Taxes for any taxable period beginning on the date on which the Effective Time occurs and the portion of any Straddle PeriodPeriod beginning on the date on which the Effective Time occurs, without duplicating any adjustment to the Purchase Price required by Section 2.3(c) (such Taxes allocated to Buyer, the “Buyer Taxes”). For the purposes of determining such allocation of Asset Taxes, (ai) Property Asset Taxes and refunds thereof allocable that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall be allocated to the taxable period in which the severance or production giving rise to such Asset Taxes occurred; (ii) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall be allocated to the taxable period in which the transaction giving rise to such Asset Taxes occurred; (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the Pre-Closing Effective Time Tax Period and the Postportion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the Pre-Closing Effective Time Tax Period, on the one hand, and the number of days in such Straddle Period that include or occur after the Effective Time, on the other hand; and (iv) any other Asset Taxes imposed on Seller or any of its subsidiaries shall be equal allocated using a “closing of the books” methodology as of the Effective Time. To the extent the actual amount of any such Tax is not known at the Closing or at the time of the final Purchase Price is finally determined pursuant to Section 10.4, as applicable, the Parties shall utilize the most recent information available in estimating the amount of such Property Taxes Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended as of the close of business on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment purposes of such Taxes (or receipt of such refund)adjustment.

Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes All real property, personal property and refunds thereof allocable similar taxes and installments of general and special assessments, if any, with respect to the Pre-Closing Period and the Post-Closing Period Assets 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 calendar days during the Straddle Period that are in the Pre-Closing Period and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended prorated as of the close of business Effective Time. Such prorations shall, initially, be based on the Closing Date most recent tax and for the Post-Closing Period shall be computed assessment statements, received by Seller as if such taxable period began on the day after of the Closing Date. The Party Seller shall be responsible for all such taxes allocable to all times prior to the Effective Time and Buyer shall be responsible for all such taxes and assessments allocable to all times after the Effective Time. Following the Effective Time, each party shall, upon request of the other party, immediately reimburse the other party for any such taxes, assessments or other expenses for which said party is responsible but have been paid by the other party. (b) If the amount of any real property, personal property or similar tax changes after the Effective Time for any reason whatsoever (for instance, as a result of an audit, appeal, revaluation or the use of an incorrect estimate by the parties), whether such change is the result of any action of or by Seller, Buyer or the tax authorities, the parties shall promptly adjust the prorations of such taxes hereunder. Seller shall be responsible for and shall make an adjustment payment to Buyer for any increase in such taxes, prorated as of the Effective Time, and Seller shall benefit from and Buyer shall make an adjustment payment to Seller for any decrease in such taxes, prorated as of the Effective Time, provided that has all changes in taxes which affect only post-Effective Time periods of time shall be the primary sole obligation of, or shall inure solely to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes the benefit of, Buyer. (c) To facilitate the adjustments described in this Section 6.48.08(b) above, and such Party Buyer shall pay when due promptly provide Seller with a copy of any real property, personal property or similar tax xxxx or statement received by Buyer which affects any tax which was prorated hereunder, even if the Taxes shown on such Tax Returntax xxxx or statement does not reflect a subsequent amendment or change. To If either Buyer or Seller determine that a prorated tax has changed, the extent parties shall immediately meet to resolve the amount of any such Taxes paid by Purchaser (or refunds thereof) are allocable adjustment payment. If both parties cannot agree as to the Pre-Closing Period or Taxes paid by Seller (or refunds thereofproper amount of adjustment, the issue shall be submitted for resolution under the procedure outlined in Section 2.03(d) are allocable to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund)Agreement.

Proration of Taxes. (i) If and to the extent that a Tenant is obligated pursuant to a Lease to pay real property Taxes directly to the applicable taxing authority, there shall be no proration of such real property Taxes. (ii) If and to the extent that a Tenant is obligated pursuant to a Lease to reimburse the applicable Seller Party for payments of real property Taxes and such Seller Party has paid any such real property Taxes and has not, prior to the Applicable Adjustment Time, received a reimbursement for such real property Taxes from the Tenant, the Seller Parties shall receive a credit on the Applicable Closing Statement in an amount equal to such paid real property Taxes and Purchaser shall thereafter be entitled to receive and retain all such reimbursements. (iii) Except as prohibited by any loan documents that encumber the Properties, if a Seller Party maintains an impound or reserve account for payment of real property Taxes using funds paid by the applicable Tenant pursuant to a Lease (a “Tax Impound Account”), the Seller Party shall retain the funds in the Tax Impound Account at the Respective Closing and shall provide Purchaser a credit on the Applicable Closing Statement for the amount thereof. (iv) To the extent the real property Tax obligation in respect of any Lease is not addressed in Sections 1.04(c)(i), (ii), or (iii), the Seller Parties shall pay, at or prior to the Respective Closing, all real property Taxes to the extent due and payable prior to the Applicable Adjustment Time, and Purchaser shall pay all real property Taxes to the extent due and payable from and after the Applicable Adjustment Time, regardless of the period to which such real property Taxes relate and such real property Taxes shall be prorated as of the Applicable Adjustment Time between the Seller Parties and Purchaser as otherwise provided in Section 1.04(a), which proration shall be determined by apportioning such real property Taxes ratably over the taxable year on a daily basis. (v) For purposes of this AgreementSection 1.04(c), in order to apportion appropriately any Taxes relating to any taxable year or period that includes a taxable period that begins before the Respective Closing and ends after the Respective Closing, the parties hereto shall, to the extent permitted under applicable Law, elect with the relevant Tax authority to treat for all purposes the Respective Closing as the Applicable Adjustment Time. In any case where applicable Law does not permit the Purchased Entities to elect to treat the Adjusted Time as the last day of the taxable year or period then, in each such case, the portion of any Taxes that are allocable to the portion of the period ending on the Respective Closing shall be (A) in the case of Taxes that are based upon or related to income or receipts, deemed equal to the amount that would be payable if the taxable year or period ended as of the Applicable Adjustment Time, and (B) in the cases of Taxes not described in subclause (A) above that are imposed on a periodic basis, deemed to be the amount of such Taxes for the entire period (or, in the case of any Straddle Periodsuch Taxes determined on an arrears basis, (a) Property Taxes and refunds thereof allocable to the Pre-Closing Period and the Post-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and period ending as of the Post-Closing Period, respectively, Applicable Adjustment Time and the denominator of which is the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended as of the close of business on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund)relevant period.

Proration of Taxes. For purposes of this Agreementdetermining the Effective Time Working Capital and the Purchase Price pursuant to Section 2.3 and Section 2.7: (a) Seller shall be allocated all Asset Taxes for any Pre-Effective Time Tax Period, in and Buyer shall be allocated all Asset Taxes for any Tax period other than a Pre-Effective Time Tax Period (including the case portion of any Straddle PeriodPeriod beginning at the Effective Time). For purposes of determining the Tax allocations described in the preceding sentence, (ai) Property Asset Taxes that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall be allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred, and refunds thereof allocable (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the Pre-Closing Effective Time Tax Period and the Post-Closing Period shall be equal to the amount portion of such Property Taxes for the entire Straddle Period multiplied beginning at the Effective Time by a fraction, the numerator of which is prorating each such Asset Tax based on the number of calendar days during in the applicable Straddle Period that are occur in the Pre-Closing Period and the Post-Closing Effective Time Tax Period, respectivelyon the one hand, and the denominator of which is the number of calendar days in the entire such Straddle Period that occur at and after the Effective Time, on the other hand. (b) Seller shall be allocated all Taxes (other than Property Asset Taxes) and refunds thereof of the Target Group for the any Pre-Closing Period Effective Time Tax Period, and Buyer shall be computed as if such taxable allocated all Taxes (other than Asset Taxes) of the Target Group for any Tax period ended other than a Pre-Effective Time Tax Period (including the portion of any Straddle Period beginning at the Effective Time). For purposes of determining the Tax allocations described in the preceding sentence, any Taxes (other than Asset Taxes) imposed on the Target Group shall be allocated using a “closing of the books” methodology as of the close of business on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund)Effective Time.

Proration of Taxes. (a) Sellers shall be allocated all Company Taxes for any Pre-Effective Time Tax Period, and Purchaser shall be allocated all Company Taxes for any Post-Effective Time Tax Period. (b) For purposes of this Agreement, determining the Tax allocations described in the case of any Straddle PeriodSection 11.1(a), (ai) Property Company Taxes and refunds thereof allocable that are attributable to severance or production (other than such Company Taxes that are Income Taxes or that are ad valorem, property or similar Company Taxes imposed on a periodic basis) shall be allocated to the period in which the severance or production giving rise to such Company Taxes occurred, (ii) Company Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Company Taxes that are Income Taxes, are ad valorem, property or similar Company Taxes imposed on a periodic basis, or described in clause (i) of this Section 11.1(b)) shall be allocated to the period in which the transaction giving rise to such Company Taxes occurred, (iii) Company Taxes that are ad valorem, property or other similar Company Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the Pre-Closing Effective Time Tax Period and the Post-Closing Effective Time Tax Period shall be equal to the amount of by prorating each such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is Company Tax based on the number of calendar days during in the applicable Straddle Period that are occur before the day of the Effective Time, on the one hand, and the number of days in such Straddle Period that occur on or after the day of the Effective Time, on the other hand, and (iv) any other Company Taxes shall be allocated between the Pre-Closing Effective Time Tax Period and the Post-Closing Period, respectively, and Effective Time Tax Period by determining (A) the denominator amount of which is such Company Taxes that would be payable if the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such applicable taxable period ended as and the books of the close of business applicable Company Group Member were closed on the Closing Date and for date immediately preceding the Post-Closing Period date on which the Effective Time occurs, which amount shall be computed as a Pre-Effective Time Company Tax, and (B) the amount of such Company Taxes that would be payable if such the applicable taxable period began on the day after date on which the Closing Date. The Party that has the primary obligation to do so under applicable Law Effective Time occurs, which amount shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the a Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund)Effective Time Company Tax.

Proration of Taxes. For purposes of allocating liability for Taxes under this Agreement, in the case of any taxable period that includes (but does not end on) December 31, 2005 (a “Straddle Period”), (ai) real, personal and intangible property Taxes (“Property Taxes and refunds thereof Taxes”) of the Company allocable to the Prepre-Closing Period and December 31, 2005 (the Post-Closing Period “Effective Date”) period shall be equal to the amount of such Property Taxes property taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Prepre-Closing Period and the Post-Closing Period, respectively, Effective Date period and the denominator of which is the number of calendar days in the entire Straddle Period Period; and (bii) Taxes (other than Property Taxes) and refunds thereof for of the PreCompany allocable to the pre-Closing Effective Date Period shall be computed as if such taxable period ended as of the close of business on the Closing Effective Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions and the effect of graduated rates) shall be allocated between the period ending on the Effective Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing DateEffective Date in proportion to the number of days in each such period. The Party It is understood that has the primary obligation to do all Taxes so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Prepost-Closing Period or Effective Date period and any other Taxes paid by Seller (or refunds thereof) are allocable reserved for on the Balance Sheet shall be the responsibility of the Company for which the Sellers shall have no responsibility. Notwithstanding anything to the Post-Closing Periodcontrary contained herein, as determined pursuant to sales taxes shall not be prorated but shall remain a liability of the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after Company for which the payment of such Taxes (or receipt of such refund)Sellers have no responsibility.

Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes All real estate ad valorem taxes, general assessments and refunds thereof allocable special assessments and all personal property ad valorem taxes assessed against the Hotel (generically, “Taxes”) which accrue with respect to the Pre-tax year in which Closing Period and the Post-Closing Period occurs 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 calendar days during the Straddle Period that are in the Pre-Closing Period prorated between Purchaser and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended Seller as of the close of business on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Date. The Party If the amount of any such Taxes is not ascertainable on the Closing Date, the proration for such Taxes shall be based on the tax rates set forth in the most recent available xxxx and the latest assessed valuation of the Property; provided, however, that has after the primary obligation Closing, Seller and Purchaser shall reprorate the Taxes in accordance with Section 4.4.15 below and pay any deficiency in the original proration to do so under the other party promptly upon receipt of the actual xxxx for the relevant taxable period. (b) Seller retains the right to commence, continue and settle any proceeding to contest any Taxes for any taxable period which precedes the tax fiscal year in which the Closing occurs, and shall be entitled to any refunds of Taxes awarded in such proceedings. Purchaser shall cooperate with Seller in connection with any such proceeding and collection of any refund of Taxes awarded in such proceedings (at no out of pocket cost or expense to Purchaser). (c) Purchaser shall have the right to commence, continue and settle any proceeding to contest any Taxes for any tax fiscal year in which the Closing occurs and all subsequent tax fiscal years. Purchaser shall be entitled to any refunds of Taxes awarded in such proceedings, in each case to the extent the Taxes or refunds relate to periods of time from and after to the Closing Date; and Seller shall be entitled to any refunds of Taxes awarded in such proceedings, in each case to the extent the Taxes, refunds relate to periods of time prior to the Closing Date, less Seller’s pro rata share of any costs incurred to prosecute such proceedings. Seller shall cooperate with Purchaser in connection with any such proceeding, including, to the extent requested by Purchaser, initiating and continuing any such proceeding and assigning such proceeding to Purchaser, and collection of any refund of Taxes awarded in such proceedings (at no out-of-pocket cost or expense to Seller). (d) Seller shall be responsible for paying all sales, use, occupancy and similar taxes payable in connection with the operation of the Hotel which are assessed in connection with any revenue paid to Seller from the operation of the Hotel; and Seller shall cause to be filed all tax returns which are required by applicable Law shall file any Tax Return that is required law to be filed in respect connection therewith. Purchaser shall be responsible for paying all sales, use, occupancy and similar taxes payable in connection with the operation of Taxes described the Hotel which are assessed in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent connection with any such Taxes revenue paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser from the operation of the Hotel; and Purchaser shall pay cause to Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund)be filed all tax returns which are required by applicable law to be filed in connection therewith.

Proration of Taxes. (a) Sellers shall be allocated all Company Taxes for any Pre-Effective Time Tax Period, and Purchaser shall be allocated all Company Taxes for any Post-Effective Time Tax Period. (b) For purposes of this Agreement, determining the Tax allocations described in the case of any Straddle PeriodSection 11.1(a), (ai) Property Asset Taxes and refunds thereof allocable that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall be allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred, (iii) Asset Taxes that are ad valorem, property or other similar Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the Pre-Closing Effective Time Tax Period and the Post-Closing Effective Time Tax Period shall be equal to the amount of by prorating each such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is Asset Tax based on the number of calendar days during in the applicable Straddle Period that are occur before the day of the Effective Time, on the one hand, and the number of days in such Straddle Period that occur on or after the day of the Effective Time, on the other hand, and (iv) any other Company Taxes shall be allocated between the Pre-Closing Effective Time Tax Period and the Post-Closing PeriodEffective Time Tax Period by determining (A) the amount of such Company Taxes that would be payable if the Straddle Period ended and the books of the applicable Company Group Member or the Tax Partnership, respectivelyas applicable, were closed on the date immediately preceding the date on which the Effective Time occurs, which amount shall be a Pre-Effective Time Company Tax, and (B) the denominator amount of such Company Taxes that would be payable if the Straddle Period began on the date on which is the Effective Time occurs, which amount shall be a Post-Effective Time Company Tax. Notwithstanding anything to the contrary contained in this Agreement, (x) with respect to any Seller Consolidated Return, the allocation provided in this Section 11.1(b) shall be calculated as if the applicable Company Group Member or, if applicable, the Tax Partnership left the applicable Consolidated Group to which such Seller Consolidated Return relates immediately before the Effective Time, and (y) any exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the day before the Effective Time and the period beginning from and after the day of the Effective Time in proportion to the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended as of the close of business on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund)each period.

Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) Property The portion of any Taxes and refunds thereof allocable imposed with respect to the Purchased Assets or Industrial Wood Business for any Straddle Period shall be allocated between the Pre-Closing Period and the Post-Closing Period such that: (i) Property Taxes for the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period Period, multiplied by a fraction, the numerator of which is the number of calendar days during the in such Straddle Period that are in the Pre-Closing Period and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period Period, and (bii) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended as of the close of business on the Closing Date Date. In each of (i) and for (ii), the Post-Closing Period remainder of such Taxes shall be computed as if such taxable period began on the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable allocated to the Post-Closing Period, as determined pursuant . If one party after Closing remits to the first sentence of appropriate Taxing Authority any payment for Taxes which are subject to proration under this Section 6.46.3, and such payment includes the other party’s share of such Taxes, such other party shall reimburse the remitting party for its share of such Taxes within ten Business Days following receipt of written notice from the remitting party. If after Closing (i) Seller or Purchaser obtains a refund of any Taxes imposed with respect to the Purchased Assets or Industrial Wood Business for any Straddle Period, within ten Business Days of receipt, the party in receipt of such refund shall pay the other party a proportion of the refund equal to the proportion of the Taxes that such other party paid for such Straddle Period; (ii) Purchaser and obtains a refund of Taxes imposed with respect to the Purchased Assets or Industrial Wood Business for any Tax period ending on or before the Closing Date, within ten Business Days of receipt, the Purchaser shall pay to Seller, as appropriate, such proportionate the Seller the amount promptly after the payment of such Taxes (or receipt of such refund. (b) Seller shall prepare and file, or cause to be prepared and filed, all Tax Returns with respect to the Purchased Assets and Industrial Wood Business for any Pre-Closing Period (other than a Straddle Period) that it (or its Affiliate) is required to file under applicable Law. Purchaser shall prepare and file, or cause to be prepared and filed, all non-income Tax Returns with respect to the Purchased Assets and Industrial Wood Business for any Straddle Period that it (or its Affiliate) is required to file under applicable Law after the Closing Date. All Tax Returns required to be filed pursuant to this Section 6.3(b) shall be filed in a manner consistent with past practices unless otherwise required by applicable Law. Notwithstanding the foregoing, if either party will file a Tax Return that will give rise to an indemnity obligation for Taxes of the other party pursuant to this Agreement (for the avoidance of doubt, other than income, franchise or similar Taxes), (i) the indemnifying party shall have the right to review and provide comments with respect to such indemnifiable items on such Tax Return, and (ii) any disputes as to such Tax Returns for which Seller and Purchaser cannot resolve their differences shall be resolved by an Independent Accounting Firm in the manner set forth in Section 2.9(d). (c) Except as required by applicable Law or as expressly contemplated by this Agreement, Purchaser shall not amend, re-file, revoke or otherwise make or modify any Tax election or Tax Return with respect to the Purchased Assets or Industrial Wood Business that relates to a Pre-Closing Period or that would reasonably be expected to result in additional Tax to Seller or any Industrial Wood Subsidiary without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes All real and refunds thereof allocable personal property taxes attributable to the Pre-then current tax year in which the Closing Period and the Post-Closing Period occurs 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 calendar days during the Straddle Period that are in the Pre-Closing Period prorated and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended adjusted as of the close Closing Date as an adjustment at the Closing. If the tax bills for the tax year during which the Closing Date occurs are not finally determined, then such taxes and other charges shall be prorated on the basis of business on the most currently available tax bills and, thereafter, promptly re-prorated upon the availability of actual bills for the applicable period. Seller shall pay all installments of special assessments due and payable and attributable with respect to the Property for the period prior to the Closing Date and Buyer shall pay all installments of special assessments due and payable and attributable with respect to the Property for the Post-Closing Period shall be computed as if such taxable period began on the day and after the Closing Date. The Party Any tax refunds or proceeds (including interest thereon) on account of a favorable determination resulting from a challenge, protest, appeal or similar proceeding relating to taxes and assessments relating to the Property (a) for all tax periods occurring prior to the applicable tax period in which the Closing occurs will be retained by and paid exclusively to Seller and (b) for the applicable tax period in which the Closing occurs will be prorated as of the Closing Date after reimbursement to Seller and Buyer, as applicable, for all fees, costs and expenses (including reasonable attorneys’ and consultants’ fees) incurred by Seller or Buyer, as applicable, in connection with such proceedings such that has Seller will retain and be paid that portion of such tax refunds or proceeds as is applicable to the primary obligation portion of the applicable tax period prior to do so the Closing Date and Buyer will retain and be paid that portion of such tax refunds or proceeds as is applicable to the portion of the applicable tax period from and after the Closing Date. After the Closing, Buyer will be responsible for and control any tax protests or proceedings for any period for which taxes are adjusted between the parties under applicable Law shall file this Agreement and for any Tax Return that is required to be filed later period. Buyer and Seller will cooperate in respect pursuit of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (proceedings and in responding to reasonable requests of the other for information concerning the status of and otherwise relating to such proceedings; provided, however, that neither party shall be obligated to incur any out-of-pocket fees, costs or refunds thereof) are allocable expenses in responding to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to requests of the Post-Closing Period, as determined pursuant to the first sentence other. The terms of this Section 6.4, Seller 3.3 shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after survive Closing for the payment period of such Taxes one (or receipt of such refund)1) year.

Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period: (A) the Taxes relating to any Company that are imposed on a periodic basis and not based on income or receipts (e.g., (aproperty taxes) Property Taxes and refunds thereof allocable attributable to the any Pre-Closing Tax Period and included in the Post-Closing Straddle Period shall be equal to the amount product of such Property Taxes for attributable to the entire Straddle Period multiplied by and a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Straddle Period and included in the Post-Closing Straddle Period, respectively, and the denominator of which is the total number of calendar days in the entire such Straddle Period and (b) the amount of such Taxes (other than Property Taxes) and refunds thereof for the Preattributable to any Post-Closing Tax Period included in the Straddle Period shall be computed as if such taxable period ended as the excess of the close amount of business on the Closing Date and Taxes for the Post-Closing Straddle Period shall be computed as if such taxable period began on over the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect amount of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable attributable to the Pre-Closing Straddle Period or included in such Straddle Period; provided, however, that, if the amount of periodic Taxes paid by Seller imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period; and (or refunds thereofB), the Taxes relating to any Company (other than those described in clause (A)) are allocable attributable to the PostPre-Closing PeriodTax Period shall be determined by assuming that the taxable year or period ended on the Closing Date, except that exemptions, allowances or deductions that are not covered under the rules of Sections 416(c) and 461 of the Code shall be prorated on the basis of the number of days in the annual period elapsed through the Closing Date as determined pursuant compared to the first sentence number of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly days in the annual period elapsing after the payment of such Taxes (or receipt of such refund)Closing Date.

Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) All real estate ad valorem taxes, general assessments and special assessments including, without limitation, business improvement district taxes and similar charges levied against the Real Property Taxes and refunds all personal property ad valorem taxes assessed against the Property or any portion thereof allocable to (generically, “Taxes”) and accruing during the Pre-tax year in which Closing Period and occurs (regardless of when the Post-Closing Period same shall be equal to due and payable) shall be prorated between Buyer and Seller as of the Closing Date. If the amount of such Property any Taxes for is not ascertainable on the entire Straddle Period multiplied by a fractionClosing Date, the numerator of which is proration for such Taxes shall be based on Buyer’s and Seller’s mutually agreed upon reasonable estimate; provided, however, Seller and Buyer shall reprorate the number of calendar days during the Straddle Period that are Taxes and pay any deficiency in the Pre-Closing Period and original proration to the Post-Closing Periodother party within thirty (30) days after receipt of the actual xxxx (which shall occur prior to November 30, respectively2017 based on the information then available, if the actual xxxx were to be received after November 30, 2017). In the event that the Real Property or any part thereof shall be or shall have been affected by an assessment or assessments, whether or not the same become payable in annual installments, Seller shall, at the Closing, be responsible for any installments applicable to the period prior to the Closing, and Buyer shall be responsible for any installments applicable to the denominator of period on or after the Closing. Taxes shall not be prorated to the extent that any tenant is obligated to pay Taxes directly to the applicable taxing authority under its Lease. In addition, any deposits for real estate taxes and assessments made by any tenant for any period for which is the number of calendar days Buyer would have responsibility for payment thereof shall be credited to Buyer at Closing and shall be treated as a like-amount reduction in the entire Straddle Period and Buyer’s real estate tax proration. (b) Regarding Tax contest proceedings: (i) Seller shall retain the right to commence, continue and settle any proceeding to contest any Taxes (other than Property Taxes) for any taxable period which terminates prior to the Closing Date, and refunds thereof for the Pre-Closing Period shall be computed as if entitled to any refunds or abatements of Taxes awarded in such taxable period ended as proceedings (subject to the rights of the close tenants under their Leases); provided, however, no such settlement shall operate to bind Buyer or the amount of business on Taxes assessed against the Closing Date Real Property for any period from and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Date. (ii) Buyer shall have the right to commence, continue and settle any proceeding to contest any Taxes for any taxable period which includes the Closing Date; provided, however, with respect to the taxable period which includes the Closing Date, any tax appeal or other filing by Buyer must have first been reviewed and approved by Seller, which approval will not be unreasonably withheld, conditioned or delayed. The Party Any refunds or abatements awarded in such proceedings shall be used first to reimburse Buyer for its reasonable costs and expenses incurred in contesting such Taxes, and, subject to the rights of the tenants under their Leases, the remainder of such refunds or abatements shall be prorated between Seller and Buyer as of the Cut-Off Time (defined below), and Buyer shall, promptly after Buyer's receipt of any refund or abatement, pay to Seller any applicable prorated amount due to Seller. (iii) Buyer shall have the right to commence, continue and settle any proceedings to contest Taxes for any taxable period which commences after the tax year that has includes the primary obligation Closing Date, and Buyer shall be entitled to do so under applicable Law shall file any Tax Return that is required to be filed in respect refunds or abatements of Taxes described awarded in this Section 6.4, such proceedings. (iv) Seller and such Party Buyer shall pay when due use commercially reasonable efforts to cooperate with the party contesting the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (at no cost or refunds thereof) are allocable expense to the Pre-Closing Period party not contesting the Taxes other than any de minimis cost or expense or any cost or expense which the requesting party agrees in writing to reimburse) and to execute and deliver any documents and instruments reasonably requested by the party contesting the Taxes paid by Seller (or refunds thereof) are allocable to in furtherance of the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment contest of such Taxes (or receipt of such refund)Taxes.

Proration of Taxes. (i) If and to the extent that a Tenant is obligated pursuant to a Lease to pay real property Taxes directly to the applicable taxing authority, there shall be no proration of such real property Taxes. (ii) If and to the extent that a Tenant is obligated pursuant to a Lease to reimburse the Seller for payments of real property Taxes and the Seller has paid any such real property Taxes and has not, prior to the Adjustment Time, received a reimbursement for such real property Taxes from the Tenant, the Seller shall receive a credit on the Closing Statement in an amount equal to such paid real property Taxes and Purchaser shall thereafter be entitled to receive and retain all such reimbursements. (iii) Except as prohibited by any loan documents that encumber the Properties, if the Seller maintains an impound or reserve account for payment of real property Taxes using funds paid by the applicable Tenant pursuant to a Lease (a “Tax Impound Account”), the Seller shall retain the funds in the Tax Impound Account at Closing and shall provide Purchaser a credit on the Closing Statement for the amount thereof. (iv) To the extent the real property Tax obligation in respect of any Lease is not addressed in Sections 1.04(c)(i), (ii), or (iii), the Seller shall pay, at or prior to the Closing, all real property Taxes to the extent due and payable prior to the Adjustment Time, and Purchaser shall pay all real property Taxes to the extent due and payable from and after the Adjustment Time, regardless of the period to which such real property Taxes relate and such real property Taxes shall be prorated as of the Adjustment Time between the Seller and Purchaser as otherwise provided in Section 1.04(a), which proration shall be determined by apportioning such real property Taxes ratably over the taxable year on a daily basis. (v) For purposes of this AgreementSection 1.04(c), in order to apportion appropriately any Taxes relating to any taxable year or period that includes a taxable period that begins before the Closing and ends after the Closing, the parties hereto shall, to the extent permitted under applicable Law, elect with the relevant Tax authority to treat for all purposes the Closing as the Adjustment Time. In any case where applicable Law does not permit the Purchased Entities to elect to treat the Adjusted Time as the last day of the taxable year or period then, in each such case, the portion of any Taxes that are allocable to the portion of the period ending on the Closing shall be (A) in the case of Taxes that are based upon or related to income or receipts, deemed equal to the amount that would be payable if the taxable year or period ended as of the Adjustment Time, and (B) in the cases of Taxes not described in subclause (A) above that are imposed on a periodic basis, deemed to be the amount of such Taxes for the entire period (or, in the case of any Straddle Periodsuch Taxes determined on an arrears basis, (a) Property Taxes and refunds thereof allocable to the Pre-Closing Period and the Post-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period immediately preceding period) multiplied by a fraction, fraction ,the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and period ending as of the Post-Closing Period, respectively, Adjustment Time and the denominator of which is the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended as of the close of business on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund)relevant period.

Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) Property All real and personal property and other ad valorem Taxes and refunds thereof allocable all rents, utilities and other charges against, or payable by the owner of, any of the Assets relating to a time period beginning prior to, and ending after, the Pre-Closing Period and the Post-Closing Period shall be equal to prorated (based on the amount of such Property Taxes for the entire Straddle Period multiplied by a fractionmost recent available tax statement, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period latest tax valuation and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period and (blatest bills) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended as of the close of business Closing. Amounts relating to the period on or prior to the Closing Date 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 the Closing occurs before the tax rate is fixed for the Post-Closing Period then current fiscal or calendar year, whichever is applicable, the proration of the corresponding Taxes shall be computed as if such taxable period began estimated on the day basis of the tax rate for the last preceding year applied to the latest assessed valuation. The Seller’s estimated accrued liability (to the Closing) for any of the above-described Taxes and charges that are due and payable after the Closing, to the extent practicable, shall be made as a credit against the amount payable at the Closing Date. The Party that has by the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax ReturnBuyer. To the extent the Seller or any such its Affiliates has paid or does pay any of the above-described Taxes paid and charges relating to the period subsequent to the Closing Date, Buyer shall promptly reimburse the Seller in full therefor (including, to the extent practicable, as an addition to the amount payable at the Closing by Purchaser 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 refunds thereof) are allocable which were estimated on the Closing Date), such prorations shall be payable by the Seller to the Pre-Closing Period Buyer, or Taxes paid by Seller (or refunds thereof) are allocable the Buyer to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriateapplicable, such proportionate amount promptly after as an adjustment to the payment Purchase Price within ninety (90) days of such Taxes (or receipt of such refund)date on which the actual amounts become known.

Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes and refunds thereof allocable to the Pre-Closing Period and the Post-Closing 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 calendar days during the Straddle Period that are in the Pre-Closing Period and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period, and shall be a Retained Liability and borne by Seller. Any other Property Taxes for a Straddle Period not described in the immediately preceding sentence shall be an Assumed Liability and borne by Purchaser. Following the Closing, in connection with determining the amount of such Property Taxes for a Straddle Period, Purchaser or Seller, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.4 (b) Taxes (other than taking into account the amounts of Property Taxes, if any, that Purchaser (or its Affiliates) or Seller (or its Affiliates) remitted to a Governmental Entity for any taxable period (or portion thereof) for which the other Party is responsible pursuant to this Section 6.4 and refunds thereof taking into account the amounts of Property Taxes for which Purchaser (or its Affiliates) or Seller (or its Affiliates) has previously reimbursed the Pre-Closing Period other Party (or its Affiliates)), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be computed as if paid by the Party owing it to the other within thirty (30) days after delivery of such taxable period ended as of the close of business on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Datestatement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall timely file any Tax Return that is required to be filed in respect of Property Taxes described and shall timely pay to the appropriate Taxing Authorities any Property Taxes, in this Section 6.4each case, that become due after the Closing Date; provided that in the event Purchaser is required to file or cause to be filed Tax Returns with respect to Property Taxes for a Straddle Period, Purchaser shall prepare such Tax Returns in accordance with past practices of Seller and its Affiliates, provide a draft copy of such Tax Returns to Seller at least thirty (30) days prior to filing for comment by Seller, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent reflect any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to reasonable comments received from Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund).and shall not

Proration of Taxes. For purposes Except as provided in Section ‎4.12(a), the portion of this Agreement, any Tax related to the Companies and their Subsidiaries payable with respect to a Straddle Period that is allocable to the portion of the Straddle Period ending on the Closing Date applicable to the Companies and their Subsidiaries will be (i) in the case of any Straddle Period, (a) Property property and similar ad valorem Taxes and refunds thereof allocable any other Taxes not described in clause (ii) below relating to the Pre-Closing Period Companies and the Post-Closing Period shall be their Subsidiaries, 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 calendar days during the Straddle Period that are in fall on or prior to the Pre-Closing Period and the Post-Closing Period, respectively, Date and the denominator of which is the number of calendar days in the entire Straddle Period Period, and (bii) in the case of income Taxes, sales and similar Taxes, employment Taxes (and other than Property Taxes) and refunds thereof for Taxes that are readily apportionable based on an actual or deemed closing of the Pre-Closing Period shall be books, computed as if such taxable period ended as of the close of business on the Closing Date and Date. Sellers will be liable for the Post-Closing Period shall be computed as if proportionate amount of such taxable period began on the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return Taxes that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable attributable to the Pre-Closing Period or Tax Period, and Buyer will be liable for the proportionate amount of such Taxes paid by Seller (or refunds thereof) are allocable that is attributable to the any Post-Closing Tax Period, as determined . If any Taxes subject to proration pursuant to the first preceding sentence are paid by Buyer or its Affiliates, on the one hand, or Sellers, on the other hand, then the proportionate amount of such Taxes for which the non-paying Party is responsible under the terms of this Section 6.4, Seller shall pay Agreement will be promptly reimbursed to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly the paying Party by the non-paying Party after the payment of such Taxes; provided, however, that Sellers and their Affiliates will not be responsible for any Taxes (with respect to any Pre-Closing Tax Period to the extent such Taxes were taken into account pursuant to Section ‎1.5 hereof in determining Estimated Closing Proceeds, the Closing Date Purchase Price or receipt of such refund)the Net Adjustment Amount.

Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes All real and refunds thereof allocable personal property taxes shall be paid by Seller prior to Closing. All real property taxes attributable to the Pre-year in which the Closing Period and the Post-Closing Period occurs 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 calendar days during the Straddle Period that are in the Pre-Closing Period prorated and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended adjusted as of the close Closing Date as an adjustment at the Closing. If the taxes for the fiscal year during which the Closing Date occurs are not finally determined, then one hundred and twenty five (125%) percent of business the tax figures for the immediately prior fiscal year shall be used for the purposes of prorating taxes on the Closing Date, with a reasonable additional amount for further adjustment to be made after the Closing Date held in escrow by the Escrow Agent. All assessments, special or otherwise, shall be paid in full prior to or out of Closing proceeds even If said assessment is payable in installments which may be due subsequent to Closing. Any tax refunds or proceeds (including interest thereon) on account of a favorable determination resulting from a challenge, protest, appeal or similar proceeding relating to taxes and assessments relating to the Property (i) for all tax periods occurring prior to the applicable tax period in which the Closing occurs shall be retained by and paid exclusively to Seller and (ii) for the Post-applicable tax period in which the Closing Period occurs shall be computed prorated as if of the Closing Date after reimbursement to Seller and Purchaser, as applicable, for all fees, costs and expenses (including reasonable attorneys’ and consultants’ fees) incurred by Seller or Purchaser, as applicable, in connection with such taxable proceedings such that Seller shall retain and be paid that portion of such tax refunds or proceeds as is applicable to the portion of the applicable tax period began on prior to the day Closing Date, and Purchaser shall retain and be paid that portion of such tax refunds or proceeds as is applicable to the portion of the applicable tax period from and after the Closing Date. The Party Seller shall not settle any tax protests or proceedings without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. After the Closing, Purchaser shall be responsible for and control any tax protests or proceedings for any period for which taxes are adjusted between the parties under this Agreement and for any later period. Purchaser and Seller shall cooperate in pursuit of any such proceedings and in responding to reasonable requests of the other for information concerning the status of and otherwise relating to such proceedings; provided, however, that has neither party shall be obligated to incur any out-of-pocket fees, costs or expenses in responding to the primary obligation to do so under applicable Law shall file any Tax Return that is required requests of the other. If increased taxes are determined to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent for any such Taxes paid by Purchaser (year or refunds thereof) are allocable period prior to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable to the Post-Closing Period, as determined pursuant to the first sentence of this Section 6.4Closing, Seller shall be obligated to pay to Purchaser such additional taxes. Seller represents that the Real Property is assessed as a separate tax parcel and Purchaser shall pay to Seller, not as appropriate, such proportionate amount promptly after the payment part of such Taxes (a larger parcel or receipt of such refund)parcels.

Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) Property the amount of Taxes and refunds thereof allocable attributable to the Pre-Closing Tax Period shall be calculated as follows: (A) in the case of any Taxes based upon income, receipts, transactions, wages or payroll (or any similar Taxes), the amount of such Taxes that are attributable to the Pre-Closing Tax Period shall be determined on the basis of a “closing of the books” as of the end of the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity or non-U.S. entity in which any of the Vantive Group Entities or Deferred Vantive Local Businesses holds a beneficial interest shall be deemed to terminate at such time); provided, however, that in making such determinations, exemptions, allowances or deductions that are calculated on an annual basis, such as depreciation deductions (except in the case of property placed in service after the Closing Date), shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period on a daily basis and deductions or other Tax benefits attributable to Seller Transaction Expenses shall be equal apportioned solely to the Pre-Closing Tax Period and (B) in the case property, ad valorem, or other similar Taxes imposed on a periodic basis, the amount of such Property Taxes that are attributable to the Pre-Closing Tax Period shall equal the amount of such Tax for the entire Straddle Period taxable period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-taxable period through and including the Closing Period and the Post-Closing Period, respectivelyDate, and the denominator of which is the total number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof Period. The remaining portion of any Tax for the Pre-Closing a Straddle Period shall be computed as if such taxable period ended as of the close of business on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Date. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 6.4, and such Party shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable to the Pre-Closing Period or Taxes paid by Seller (or refunds thereof) are allocable allocated to the Post-Closing Tax Period, as determined pursuant to the first sentence of this Section 6.4, Seller shall pay to Purchaser and Purchaser shall pay to Seller, as appropriate, such proportionate amount promptly after the payment of such Taxes (or receipt of such refund).

Proration of Taxes. For purposes of this AgreementAll real estate ad valorem taxes, general assessments, supplemental taxes and special assessments and all personal property ad valorem taxes assessed against the Hotel (generically, “Taxes”) and accrued or payable during the tax year in the case of any Straddle Period, (a) Property Taxes and refunds thereof allocable to the Pre-which Closing Period and the Post-Closing Period occurs 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 calendar days during the Straddle Period that are in the Pre-Closing Period prorated between Buyer and the Post-Closing Period, respectively, and the denominator of which is the number of calendar days in the entire Straddle Period and (b) Taxes (other than Property Taxes) and refunds thereof for the Pre-Closing Period shall be computed as if such taxable period ended Seller as of the close of business on the Closing Date and for the Post-Closing Period shall be computed as if such taxable period began on the day after the Closing Date. The Notwithstanding any other provision of this Agreement to the contrary, with respect to any refunds or rebates of Taxes (each a “Tax Refund”) resulting from any request for reassessment, appeal or challenge by or on behalf of Seller or Buyer (a “Tax Contest”), the Party that has the primary obligation to do so under applicable Law prosecuting such Tax Contest shall file be entitled, out of any Tax Return that is required Refund, first, to be filed in respect reimbursement of Taxes described in this Section 6.4all of its costs and expenses incurred for such Tax Contest (“Contest Costs”), regardless of the tax year(s) involved, and after such Party reimbursement (A) Seller shall pay when due the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or refunds thereof) are allocable be entitled to the Pre-remaining amount of any Tax Refund for a tax year ending before the tax year in which Closing Period or Taxes paid by occurs (the “Current Tax Year”), (B) each of Buyer and Seller shall be entitled to its prorated share of the remaining amount of any Tax Refund for the Current Tax Year and (or refunds thereofC) are allocable Buyer shall be entitled to the Post-Closing Periodremaining amount of any Tax Refund for a tax year ending after the Current Tax Year. If a Tax Contest results in Tax Refunds for two or more or tax years (at least one which is the Current Tax Year or a later tax year), Contest Costs shall be allocated to such tax years in the same proportion as determined pursuant to the first sentence of this Section 6.4Tax Refunds for such years. Both before and after Closing, Seller shall pay have the right to Purchaser prosecute and Purchaser control Seller’s pending Tax Contest (which shall pay only concern tax years prior to Sellerthe tax year in which Closing occurs), as appropriate, such proportionate amount promptly and after Closing Buyer shall have the payment of such Taxes right to prosecute and control any other Tax Contest (or receipt of such refundincluding any Tax Contest for the Current Tax Year).