Common use of Prorations and Charges Clause in Contracts

Prorations and Charges. Seller shall (or shall cause the Company to) pay all Taxes and assessments relating to the Owned Real Property for any Tax year prior to the real estate Tax year in which the Closing occurs shall be paid in full on or before the Closing Date or deposit (or cause the Company to deposit) in escrow with the Title Company for payment to the relevant Tax authority an amount sufficient to fully discharge the same. Real Property Taxes for the current Tax year shall be prorated between Seller and Buyer as of the Closing Date on a daily, pro-rata basis based upon the latest available estimates of the amount thereof or the actual amount of such Taxes. In the event that the actual amount of any such Taxes for an applicable Tax period is not known as of the Closing Date, the proration of such Taxes shall be made based upon the latest available Tax figures, and when the actual Tax bills for such Taxes for the applicable Tax period is received by either Buyer (or the Company) or Seller, such party shall provide notice of its receipt and a copy of such bills to the other and, if necessary, they shall thereafter promptly make a cash settlement based upon the actual Tax bills. In addition, all other operating expenses associated with the Owned Real Property shall be prorated as of the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Waste Connections, Inc.), Purchase Agreement (Waste Connections, Inc.)

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Prorations and Charges. Seller Sellers shall (or shall cause the Company to) pay all Taxes and assessments relating to the Owned Real Property for any Tax year prior to the real estate Tax year in which the Closing occurs shall be paid in full on or before the Closing Date or deposit (or cause the Company to deposit) in escrow with the Title Company for payment to the relevant Tax authority an amount sufficient to fully discharge the same. Real Property Taxes for the current Tax year shall be prorated between Seller Sellers and Buyer as of the Closing Date on a daily, pro-rata basis based upon the latest available estimates of the amount thereof or the actual amount of such Taxes. In the event that the actual amount of any such Taxes for an applicable Tax period is not known as of the Closing Date, the proration of such Taxes shall be made based upon the latest available Tax figures, and when the actual Tax bills for such Taxes for the applicable Tax period is received by either Buyer (or the Company) or SellerSellers, such party shall provide notice of its receipt and a copy of such bills to the other and, if necessary, they shall thereafter promptly make a cash settlement based upon the actual Tax bills. In addition, all other operating expenses associated with the Owned Real Property shall be prorated as of the Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Waste Connections, Inc.)

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Prorations and Charges. Seller shall (or shall cause the Company to) pay all All Taxes and assessments relating to the Owned Real Property for any Tax year prior to the real estate Tax year in which the Closing occurs shall be paid in full by Sellers on or before the Closing Date or deposit (or cause an amount sufficient to fully discharge the Company to deposit) same shall be deposited in escrow with the Title Company for payment to the relevant Tax authority an amount sufficient to fully discharge the sameauthority. Real Property Taxes for the current Tax year shall be prorated between Seller Sellers and Buyer Buyers as of the Closing Date on a daily, pro-rata basis based upon the latest available estimates of the amount thereof or the actual amount of such Taxes. With respect to the Leased Real Property, rent, real estate Taxes, operating costs (e.g., CAMs) and any other amounts (other than payments attributable to a breach of the lease by Sellers) due or payable by any Seller under each Real Estate Lease shall be prorated as of the Closing Date. In the event that the actual amount of any such Taxes for an applicable Tax period is not known as of the Closing Date, the proration of such Taxes shall be made based upon the latest available Tax figures, and when the actual Tax bills for such Taxes for the applicable Tax period is received by either Buyer (Buyers or the Company) or SellerSellers, such party shall provide notice of its receipt and a copy of such bills to the other party and, if necessary, they the parties shall thereafter promptly make a cash settlement based upon the actual Tax bills. In addition, all other operating expenses associated with the Owned Real Property shall be prorated as of the Closing Date.. Any such operating expenses relating to the Leased Real Property or Owned Real Property which are not prorated at Closing by the Title Company shall constitute Excluded Liabilities

Appears in 1 contract

Samples: Asset Purchase Agreement (Waste Connections, Inc.)

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