Proration: Taxes Sample Clauses

Proration: Taxes. At Closing, pro-rations of income and expense and the apportionment of taxes shall be as follows: (a) All prorations of income, expense and taxes shall be made as of midnight of the day prior to the Closing. Taxes shall be prorated based upon the maximum allowable discount and other applicable exemptions. If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation based upon the maximum allowable discount and other applicable exemptions. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property is fixed for the year in which the Closing occurs, the parties agree that there shall be no post-closing adjustment of the tax proration. If the Property is not assessed as a separate parcel for tax or assessment purposes, then such taxes and assessments attributable to the Property shall be determined by Seller in its reasonable discretion. If, as of the Closing, the Property is not being treated as a separate tax parcel, then Purchaser shall, at its sole cost and expense, use diligent best efforts to ensure that the Property is assessed separately for tax and assessment purposes within no more than one year from the Closing Date. (b) The agreements of Seller and Purchaser set forth in this Section 6.3 shall survive the Closing.
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Proration: Taxes. The property is currently tax-exempt, so there are no property taxes that need to be prorated among the Parties.
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Proration: Taxes. At Closing, pro-rations of income and expense and the apportionment of taxes shall be as follows: (a) All rents, income, utilities and all other operating expenses with respect to the Property, if any, for the month in which the Closing occurs, and real estate and personal property taxes and other assessments with respect to the Property for the year in which the Closing occurs, shall be prorated as of the date of Closing. (b) Taxes shall be prorated based upon the maximum allowable discount and all applicable exemptions. If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property are fixed for the year in which the Closing occurs, the parties agree that there shall be no adjustment of such taxes. (c) The agreements of Seller and Purchaser set forth in this SECTION 6.3 shall survive the Closing.
Sample 1
Proration: Taxes. If applicable, at Closing, pro-rations of taxes and assessments and the apportionment of taxes shall be as follows:
Sample 1
Proration: Taxes. At Closing, prorations of income and expense ---------------- and the apportionment of taxes shall be apportioned between Seller and Purchaser as of the Date of Closing on the basis that Seller owns the Property on the Date of Closing, the following items. The prorations and credits shall be applied to the cash due at Closing: (1) All real estate and personal property taxes and assessments based upon the discounted amount of the latest available bills. The parties agree to reprorate the taxes at such time as the exact amount of such taxes for 1997 become known. The 1996 taxes shall be paid by Seller prior to closing. (2) All rents (both earned and prepaid), other income, utilities and all other operation expenses with respect to the Property, and real estate and personal property taxes and other assessments with respect to the Property for the year in which the Closing occurs, shall be prorated as of the date of Closing. If the Closing shall occur before any rents from the Property have actually been paid for the month in which the Closing occurs, only the rents actually received by Seller will be prorated at Closing. That so long as any tenant owing rent to Seller is fully current in his/her obligations to Purchaser, then subsequent to the Closing, if any such rents owing to Seller are actually received by Purchaser; immediately upon its receipt of such rents, Purchaser shall pay to the Seller its proportionate share thereof for such month. Purchaser shall pay over to Seller any such rents not apportioned at the Closing received by Purchaser, for the benefit of Seller. (3) All utility and/or service charges. Seller shall, where practical, cause meters to be read and obtain final invoices through and including the Date of Closing. Where this is not practical, the parties shall assume equal per them use over the period of the billing, and adjustment shall be made accordingly. Utility deposits, if any, shall be retained by Seller. Purchaser shall replace any utility deposits or utility bonds outstanding with regard to the utilities serving the Property. (4) Any Assumed Contracts, including prepaid items or licenses to the extent they are assumable (equipment leases, maintenance contracts, etc.) (5) The agreements of Seller and Purchaser set forth in this section 3(D) shall survive the Closing and shall not be merged in the Deed.
Sample 1
Proration: Taxes. The Property has been exempt from ad valorem taxes while owned by Seller. Accordingly, there shall be no proration for real estate taxes, personal property taxes, or special liens or assessments made at Closing or thereafter. Promptly following Closing, Purchaser shall take all necessary actions to identify the Land as an independent tax parcel with its own property appraiser's tax parcel identification number separate and apart from the remainder of the Parent Tract.
Sample 1
Proration: Taxes. The Seller and the Purchaser agree that all ad valorem, property or other taxes based on the value of the Assets shall be divided and prorated between the Seller and the Purchaser based on the period of ownership or occupancy of the Seller up to and including the Closing Date and of the Purchaser for any period of time thereafter for which such charges have been prepaid by the Seller. The Seller and the Purchaser shall each pay one-half of any transfer and/or sales taxes, tax certificates and/or fees payable to taxing or assessing authorities of the State of Maryland or the United States or any other applicable authority as a result of the sale, transfer, conveyance and assignment of the Assets hereby.
Sample 1
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Related to Proration: Taxes

  • Transaction Taxes Fund is responsible for all taxes, levies, duties, and assessments levied on Services purchased under this Agreement (collectively, “Transaction Taxes”). Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Fund for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of Services. Fund shall pay such Transaction Taxes according to the terms in Section 7.3. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Fund. To the extent that Fund provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Fund, invoices issued for Services provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to Services.

  • Yield Protection Taxes 3.1 Yield Protection 27 3.2 Changes in Capital Adequacy Regulations 28 3.3 Availability of Types of Advances 28 3.4 Funding Indemnification 29 3.5 Taxes 29 3.6 Lender Statements; Survival of Indemnity 31 3.7 Replacement of Lender 31 ARTICLE IV. CONDITIONS PRECEDENT 4.1 Initial Advance 32 4.2 Each Advance 33

  • Foreign Taxes Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter shall be made free and clear of and without withholding or deduction for or on account of any and all taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Other Connection Taxes Taxes imposed on a Recipient due to a present or former connection between it and the taxing jurisdiction (other than connections arising from the Recipient having executed, delivered, become party to, performed obligations or received payments under, received or perfected a Lien or engaged in any other transaction pursuant to, enforced, or sold or assigned an interest in, any Loan or Loan Document).

  • Income Taxes The authority citation for part 1 continues to read in part as follows: Authority: 26 U.S.C. 7805 * * * EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE __________ , 20__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Xxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 [Xxxxxxx] Xxxention: Residential Funding Corporation Series _______ Re: Mortgage Pass-Through Certificates, Series ________, Class R[-__] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _____________________ (the "Seller") to _____________________(the "Purchaser") of $______________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the "Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that:

  • Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

  • Current Taxes Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by the Company. The Vendors are not aware of any contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier tax returns; The Company- Applicable Laws and Legal Matters

  • Payment Taxes As full consideration for the Products and Services, and the assignment of rights to Buyer as provided herein, Buyer shall pay Seller (i) the amount agreed upon and specified in the Order, or (ii) Seller's quoted price on date of shipment (for Products), or the date Services were started (for Services), whichever is lower. Payment shall not constitute acceptance. Each invoice submitted by Seller shall be provided to Buyer within ninety (90) days of completion of the Services or delivery of Products, and shall reference the Order. Buyer reserves the right to return all incorrect invoices. Buyer shall receive a 2% discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after completion of the Services or delivery of the Products. Buyer shall pay the invoiced amount within sixty (60) days after receipt of a correct invoice. Prices shall include, and Seller shall be liable for and pay, all taxes imposed on or measured by this Order, except for applicable sales and use taxes that are separately stated on Seller’s invoice. Prices shall not include any taxes for which Buyer has furnished evidence of exemption. Where required by law, Buyer may deduct from any payments due to Seller hereunder such taxes as Buyer shall be required to withhold and pay such taxes to the relevant tax authorities.

  • Conveyance Taxes The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

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