Common use of Prorations of Taxes Clause in Contracts

Prorations of Taxes. Except and unless such taxes or special assessments are the direct payment obligations of tenants, all real and personal property taxes attributable to the year in which the Closing occurs shall be prorated and adjusted as of the Closing Date as an adjustment at the Closing (regardless of whether such taxes and special assessments are then due and payable or delinquent). If the tax statements for the fiscal year during which the Closing Date occurs are not finally determined, then the tax figures for the immediately prior fiscal year shall be used for the purposes of prorating taxes on the Closing Date, with a further adjustment to be made after the Closing Date as soon as such tax figures are finalized. All special assessments which may be amortized over a number of years shall be prorated as of the Closing Date, with Sellers responsible only for the period ending on the day prior to the Closing Date. 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 Properties (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 Sellers and (ii) for the applicable tax period in which the Closing occurs shall be prorated as of the Closing Date after reimbursement to Sellers and Purchaser, as applicable, for all fees, costs and expenses (including reasonable attorneys’ and consultants’ fees) incurred by Sellers or Purchaser, as applicable, in connection with such proceedings such that Sellers shall retain and be paid that portion of such tax refunds or proceeds as is applicable to the portion of the applicable tax period prior to the 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. Prior to the Closing, Sellers may settle any tax protests or proceedings without the consent of Purchaser. 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 Sellers 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 neither party shall be obligated to incur any out-of-pocket fees, costs or expenses in responding to the requests of the other. Schedule 3.4 attached hereto lists the tax protests in process as of the date of this Agreement. Sellers shall notify Purchaser in writing of any further tax protests made prior to the Closing Date.

Prorations of Taxes. Except and unless such taxes or special assessments are the direct payment obligations of tenants, all All real and personal property taxes attributable to the year in which the Closing occurs shall be prorated and adjusted as of the Closing Date as an adjustment at the Closing (regardless of whether such taxes and special assessments are then due and payable or delinquent)) using the methodology customarily used in the jurisdiction in which each Property is located. If the tax statements for the fiscal year during which the Closing Date occurs are not finally determined, then one hundred five percent (105%) of the tax figures for the immediately prior fiscal year shall be used for the purposes of prorating taxes on the Closing Date, with a further adjustment to be made after the Closing Date as soon as such tax figures are finalized. All special assessments which may be amortized over a number of years shall be prorated as of the Closing Date, with Sellers Seller responsible only for the period ending on the day prior to the Closing Date. 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 Properties 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 Sellers Seller and (ii) for the applicable tax period in which the Closing occurs shall be prorated as of the Closing Date after reimbursement to Sellers Seller and PurchaserBuyer, as applicable, for all fees, costs and expenses (including reasonable attorneys’ and consultants’ fees) incurred by Sellers Seller or PurchaserBuyer, as applicable, in connection with such proceedings such that Sellers 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 prior to the Closing Date and Purchaser Buyer 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. Prior Seller shall consult with Buyer and provide Buyer with an opportunity to the Closing, Sellers may settle comment prior to settling any tax protests or proceedings without the consent of Purchaserwhich are currently pending, as set forth on Schedule 3.4 hereto. After the Closing, Purchaser Buyer 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 Buyer and Sellers 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 neither party shall be obligated to incur any out-of-pocket fees, costs or expenses in responding to the requests of the other. Schedule 3.4 attached hereto lists the tax protests in process as of the date of this Agreement. Sellers shall notify Purchaser in writing of any further tax protests made prior to the Closing Date.

Prorations of Taxes. Except and unless such taxes or special assessments are the direct payment obligations of tenants, all All real and personal property taxes attributable to the then current fiscal tax year for the Property in which the Closing occurs shall be prorated and adjusted as of the Closing Date as an adjustment at the Closing (regardless of whether such taxes and special assessments are then due and payable or delinquent). If the tax statements for the fiscal year during which the Closing Date occurs are not finally determined, then the tax figures for the immediately prior fiscal year shall will be used for the purposes of prorating taxes on the Closing Date, with a further adjustment to be made after the Closing Date as soon as such tax figures are finalized. All special assessments which that may be amortized over a number of years shall will be prorated as of the Closing Date, with Sellers Seller responsible only for the period ending on the day prior to the Closing Date. 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 Properties Property (i) for all tax periods occurring prior to the applicable tax period in which the Closing occurs shall will be retained by and paid exclusively to Sellers Seller and (ii) for the applicable tax period in which the Closing occurs shall will be prorated as of the Closing Date after reimbursement to Sellers Seller and PurchaserBuyer, as applicable, for all reasonable and out of pocket fees, costs and expenses (including reasonable attorneys’ and consultants’ fees) incurred by Sellers Seller or PurchaserBuyer, as applicable, in connection with such proceedings such that Sellers shall Seller will retain and be paid that portion of such tax refunds or proceeds as is applicable to the portion of the applicable tax period prior to the Closing Date and Purchaser shall 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. Prior Seller represents that all tax proceedings, protests and assessments relating to the Closing, Sellers may Property are set forth on Exhibit O attached hereto and made a part hereof. Seller will not settle any tax protests or proceedings listed on, nor will Seller institute any new tax protests or proceeds not listed on, Exhibit O in either event without the consent of Purchaser. After Buyer, which consent shall be in Buyer’s sole and absolute discretion to the extent that same would adversely affect the taxes on the Property for any period after the Closing. Subject to the immediately preceding sentence and to the extent reflected on the attached Exhibit O, Purchaser Buyer will reasonably cooperate with Seller and Seller shall be remain responsible for and control any tax protests or proceedings for any period for which taxes are adjusted between the parties under this Agreement Agreement. Buyer and for any later period. Purchaser and Sellers shall Seller will 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 neither party shall be obligated to incur any out-of-pocket fees, costs or expenses in responding to the requests of the other. Schedule 3.4 attached hereto lists the tax protests in process as of the date of this Agreement. Sellers shall notify Purchaser in writing of any further tax protests made prior to the Closing Date.

Prorations of Taxes. Except and unless such taxes or special assessments are the direct payment obligations of tenants, all All real and personal property taxes attributable to the year in which the Closing occurs shall be prorated and adjusted as of the Closing Date as an adjustment at the Closing (regardless of whether such taxes and special assessments are then due and payable or delinquent) based on maximum discount (if applicable). If the tax statements for the fiscal year during which the Closing Date occurs are not finally determined, then the tax figures for the immediately prior fiscal year shall will be used for the purposes of prorating taxes on the Closing Date, with a further adjustment to be made after the Closing Date as soon as such tax figures are finalized. All special assessments which may be amortized over a number of years shall will be prorated as of the Closing Date, with Sellers Seller responsible only for the period ending on the day prior to the Closing Date. 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 Properties Property (i) for all tax periods occurring prior to the applicable tax period in which the Closing occurs shall will be retained by and paid exclusively to Sellers Seller and (ii) for the applicable tax period in which the Closing occurs shall will be prorated as of the Closing Date after reimbursement to Sellers Seller and PurchaserBuyer, as applicable, for all fees, costs and expenses (including reasonable attorneys’ ' and consultants’ ' fees) incurred by Sellers Seller or PurchaserBuyer, as applicable, in connection with such proceedings such that Sellers shall Seller will retain and be paid that portion of such tax refunds or proceeds as is applicable to the portion of the applicable tax period prior to the Closing Date and Purchaser shall 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. Prior to the Closing, Sellers may Seller will not settle any tax protests or proceedings without the consent of PurchaserBuyer, which consent shall not be unreasonably withheld or delayed. After the Closing, Purchaser shall Buyer will 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 Buyer and Sellers shall Seller will 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 neither party shall be obligated to incur any out-of-pocket fees, costs or expenses in responding to the requests of the other. Schedule 3.4 attached hereto lists the tax protests in process as of the date of this Agreement. Sellers shall notify Purchaser in writing of any further tax protests made prior to the Closing Date.

Prorations of Taxes. Except and unless such taxes or special assessments are the direct payment obligations of tenants, all All real and personal property taxes attributable to the year in which the Closing occurs shall be prorated and adjusted as of the Closing Date as an adjustment at the Closing (regardless of whether such taxes and special assessments are then due and payable or delinquent). If the tax statements for the fiscal calendar year during which the Closing Date occurs are not finally determined, then the tax figures for the immediately prior fiscal year shall be used for the purposes of prorating taxes on the Closing Date, with a further adjustment to be made after the Closing Date as soon as such tax figures are finalized. All special assessments which may be amortized over a number of years shall be prorated as of the Closing Date, with Sellers responsible only for the period ending on the day paid in full prior to the or out of Closing Dateproceeds. 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 Properties 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 Sellers Seller and (ii) for the applicable tax period in which the Closing occurs shall be prorated as of the Closing Date after reimbursement to Sellers Seller and PurchaserBuyer, as applicable, for all fees, costs and expenses (including reasonable attorneys’ and consultants’ fees) incurred by Sellers Seller or PurchaserBuyer, as applicable, in connection with such proceedings such that Sellers 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 prior to the Closing Date and Purchaser Buyer 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. Prior Seller shall not, prior to the ClosingClosing Date, Sellers may settle any tax protests or proceedings without the consent of PurchaserBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. After the Closing, Purchaser Buyer 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 Bxxxx and Sellers 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 neither party shall be obligated to incur any out-of-pocket fees, costs or expenses in responding to the requests of the other. Schedule 3.4 attached hereto lists the tax protests in process as of the date of this Agreement. Sellers shall notify Purchaser in writing of any further tax protests made prior to the Closing Date.

Prorations of Taxes. Except and unless such taxes or special assessments are the direct payment obligations of tenants, all All real and personal property taxes attributable to the calendar year in which the Closing occurs shall be prorated and adjusted as of the Closing Date as an adjustment at the Closing (regardless of whether such taxes and special assessments are then due and payable or delinquent)Closing. If the tax statements bills for the fiscal calendar year during which the Closing Date occurs are not finally determined, then such taxes and other charges shall be prorated on the basis of the most currently available tax figures bills, and thereafter, promptly re-prorated upon the availability of actual bills for the immediately prior fiscal year shall be used for the purposes of prorating taxes on the Closing Date, with a further adjustment to be made after the Closing Date as soon as such tax figures are finalizedapplicable period. All special assessments which may be amortized over a number of years shall will be prorated as of the Closing Date, with Sellers Seller responsible only for the period ending on the day prior to the Closing Date. 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 Properties Property (ia) for all tax periods occurring prior to the applicable tax period in which the Closing occurs shall will be retained by and paid exclusively to Sellers Seller and (iib) for the applicable tax period in which the Closing occurs shall will be prorated as of the Closing Date after reimbursement to Sellers Seller and PurchaserBuyer, as applicable, for all fees, costs and expenses (including reasonable attorneys’ ' and consultants’ ' fees) incurred by Sellers Seller or PurchaserBuyer, as applicable, in connection with such proceedings such that Sellers shall Seller will retain and be paid that portion of such tax refunds or proceeds as is applicable to the portion of the applicable tax period prior to the Closing Date and Purchaser shall 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. Prior to the Closing, Sellers may settle any tax protests or proceedings without the consent of Purchaser. After the Closing, Purchaser shall Buyer will 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 Buyer and Sellers shall Seller will 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 neither party shall be obligated to incur any out-of-pocket fees, costs or expenses in responding to the requests of the other. Schedule 3.4 attached hereto lists the tax protests in process as of the date of this Agreement. Sellers shall notify Purchaser in writing of any further tax protests made prior to the Closing Date.

Prorations of Taxes. Except and unless such taxes or special assessments are the direct payment obligations of tenants, all All real and personal property taxes attributable to the year in which the Closing occurs shall be prorated and adjusted as of the Closing Date as an adjustment at the Closing (regardless of whether such taxes and special assessments are then due and payable or delinquent). If the tax statements for the fiscal calendar year during which the Closing Date occurs are not finally determined, then the tax figures for the immediately prior fiscal year shall be used for the purposes of prorating taxes on the Closing Date, with a further adjustment to be made after the Closing Date as soon as such tax figures are finalized. All special assessments which may be amortized over a number of years shall be prorated as of the Closing Date, with Sellers responsible only for the period ending on the day paid in full prior to the or out of Closing Dateproceeds. 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 Properties 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 Sellers Seller and (ii) for the applicable tax period in which the Closing occurs shall be prorated as of the Closing Date after reimbursement to Sellers Seller and PurchaserBuyer, as applicable, for all fees, costs and expenses (including reasonable attorneys’ and consultants’ fees) incurred by Sellers Seller or PurchaserBuyer, as applicable, in connection with such proceedings such that Sellers 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 prior to the Closing Date and Purchaser Buyer 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. Prior Seller shall not, prior to the ClosingClosing Date, Sellers may settle any tax protests or proceedings without the consent of PurchaserBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. After the Closing, Purchaser Buyer 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 Buyer and Sellers 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 neither party shall be obligated to incur any out-of-pocket fees, costs or expenses in responding to the requests of the other. Schedule 3.4 attached hereto lists the tax protests in process as of the date of this Agreement. Sellers shall notify Purchaser in writing of any further tax protests made prior to the Closing Date.

Prorations of Taxes. Except and unless such taxes or special assessments are the direct payment obligations of tenants, all All real and personal property taxes attributable to the year in which the Closing occurs shall be prorated and adjusted as of the Closing Date as an adjustment at the Closing (regardless of whether such taxes and special assessments are then due and payable or delinquent). If the tax statements for the fiscal year during which the Closing Date occurs are not finally determined, then the tax figures for the immediately prior fiscal year shall be used for the purposes of prorating taxes on the Closing Date, with a further adjustment to be made after the Closing Date as soon as such tax figures are finalized. All special assessments which may be amortized over a number of years shall be prorated as of the Closing Date, with Sellers responsible only for the period ending on the day paid in full prior to the or out of Closing Dateproceeds. 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 Properties 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 Sellers Seller and (ii) for the applicable tax period in which the Closing occurs shall be prorated as of the Closing Date after reimbursement to Sellers Seller and PurchaserBuyer, as applicable, for all fees, costs and expenses (including reasonable attorneys’ ' and consultants’ ' fees) incurred by Sellers Seller or PurchaserBuyer, as applicable, in connection with such proceedings such that Sellers 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 prior to the Closing Date and Purchaser Buyer 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. Prior to the Closing, Sellers may Seller shall not settle any tax protests or proceedings without the consent of PurchaserBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. After the Closing, Purchaser Buyer 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 Buyer and Sellers 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 neither party shall be obligated to incur any out-of-pocket fees, costs or expenses in responding to the requests of the other. Schedule 3.4 attached hereto lists the tax protests in process as of the date of this Agreement. Sellers shall notify Purchaser in writing of any further tax protests made prior to the Closing Date.

Prorations of Taxes. Except and unless such taxes or special assessments are the direct payment obligations of tenants, all All real and personal property taxes attributable to the year in which the Closing occurs shall be prorated and adjusted as of the Closing Date as an adjustment at the Closing (regardless of whether such taxes and special assessments are then due and payable or delinquent). If the tax statements for the fiscal year during which the Closing Date occurs are not finally determined, then the tax figures for the immediately prior fiscal year shall will be used for the purposes purpose of prorating taxes on the Closing Date, with a further adjustment to be made after the Closing Date as soon as such tax figures are finalized. All special assessments which may be amortized over a number of years shall will be prorated as of the Closing Date, with Sellers Seller responsible only for the period ending on the day prior to the Closing Date. 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 Properties Property (i) for all tax periods occurring prior to the applicable tax period in which the Closing occurs shall will be retained by and paid exclusively to Sellers Seller and (ii) for the applicable tax period in which the Closing occurs shall will be prorated as of the Closing Date after reimbursement to Sellers Seller and PurchaserBuyer, as applicable, for all fees, costs and expenses (including reasonable attorneys’ ' and consultants’ ' fees) incurred by Sellers Seller or PurchaserBuyer, as applicable, in connection with such proceedings such that Sellers shall Seller will retain and be paid that portion of such tax refunds or proceeds as is applicable to the portion of the applicable tax period prior to the Closing Date and Purchaser shall 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. Prior to the Closing, Sellers may settle any tax protests or proceedings without the consent of Purchaser. After the Closing, Purchaser shall Buyer will be responsible for and control any tax protests or proceedings for any period for which taxes are adjusted between the parties under this Nashua-Equity P&S Page 9 of 55 November 6, 2006 Agreement and for any later period. Purchaser Buyer and Sellers shall Seller will 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 neither party shall be obligated to incur any out-of-pocket fees, costs or expenses in responding to the requests of the other. Schedule 3.4 attached hereto lists the tax protests in process as of the date of this Agreement. Sellers shall notify Purchaser in writing of any further tax protests made prior to the Closing Date.