Common use of Real and Personal Property Taxes Clause in Contracts

Real and Personal Property Taxes. All real (including public utility realty tax) and personal property Taxes and assessments arising with respect to the Assets and any similar utility Taxes of any other jurisdiction shall be prorated between Buyer and Seller based on the relative periods of time the Assets were owned by each respective party or their respective Affiliates during the fiscal period for which such Taxes are imposed by the applicable taxing jurisdiction (as such fiscal period is or may be reflected on the xxxx rendered by such taxing jurisdiction, but in the case of Taxes imposed based on the specific day of ownership of assets or other specified standard not tied to a fiscal period, a fiscal period shall be deemed to be the three hundred sixty five (365) day period ending with such date). Upon receipt by Buyer of the tax xxxx, invoice or other statement regarding such real and personal property Taxes, Buyer shall calculate the pro rata share of such tax xxxx, invoice or other statement attributable to Buyer and Seller. To the extent such Taxes have not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement, Buyer then shall forward, as soon as practicable, to Seller a copy of such tax xxxx, invoice or statement along with the supporting documentation relating to the calculation of the pro rata share to Seller that had not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement. Seller then shall forward to Buyer payment of its pro rata share of such Taxes in immediately available funds as soon as practicable and in advance of the due date of the tax xxxx, invoice or statement and in time to avoid the incurrence of penalties, interest or other increases or additions to such Taxes. In the event Seller first receives a tax xxxx, invoice or statement relating to the Assets from a taxing authority, Seller shall promptly forward such tax xxxx, invoice or statement to Buyer.

Real and Personal Property Taxes. All real (including public utility realty tax) Real and personal property Taxes and assessments arising with respect assessments, both general and special, imposed on or relating to the Purchased Assets for any Taxable Period that begins prior to the end of the gaming day on the Closing Date and any similar utility Taxes ends on or after the end of any other jurisdiction shall the gaming day on the Closing Date (a “Straddle Period”) will be prorated between Seller and Buyer on a per diem basis, with the Taxes allocated to the portion of the Straddle Period ending before the end of the gaming day on the Closing Date to be borne by Seller and Seller the Taxes allocated to the portion of the Straddle Period that begins on the end of the gaming day on the Closing Date to be borne by Buyer. Proration of Taxes that are undetermined as of the Closing Date (i) will be based on the relative periods most recently available Tax rate and valuation, giving effect to applicable exemptions, recently-voted millage, change in valuation and similar items, whether or not officially certified to the appropriate Taxing Authority as of time the Assets were owned Closing Date and (ii) will use a 365-day year. When the actual amounts become known, such prorations will be recalculated by each respective party Buyer and Seller, and Buyer or their respective Affiliates during the fiscal period for which such Taxes are imposed by the applicable taxing jurisdiction (Seller, as such fiscal period is or may be reflected on the xxxx rendered by such taxing jurisdiction, but in the case of Taxes imposed based on the specific day of ownership of assets or other specified standard may be, will promptly (but not tied to a fiscal period, a fiscal period shall be deemed to be the three hundred sixty later than five (3655) day period ending with such date). Upon receipt Business Days after notice of payment due) make any additional payment or refund so that the correct prorated amount is paid by Buyer of the tax xxxx, invoice or other statement regarding such real and personal property Taxes, Buyer shall calculate the pro rata share of such tax xxxx, invoice or other statement attributable to Buyer and Seller. To On or before the extent such Taxes have not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement, Buyer then shall forward, as soon as practicable, to Seller a copy of such tax xxxx, invoice or statement along with the supporting documentation relating to the calculation of the pro rata share to Seller that had not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement. Seller then shall forward to Buyer payment of its pro rata share of such Taxes in immediately available funds as soon as practicable and in advance of the due date of the tax xxxx, invoice or statement and in time to avoid the incurrence of penalties, interest or other increases or additions to such Taxes. In the event Seller first receives a tax xxxx, invoice or statement relating to the Assets from a taxing authorityClosing, Seller shall promptly forward such tax xxxxwill pay all delinquent property Taxes or delinquent special assessments not contested by Seller in good faith, invoice which contested Taxes or statement to Buyerassessments will remain Seller’s obligation.

Real and Personal Property Taxes. All real (including public utility realty taxa) Real and personal property Taxes and assessments arising with respect imposed on or relating to the Sold Assets and any similar utility Taxes of any other jurisdiction shall for the current Tax year will be prorated between Buyer Sellers and Seller Buyers effective as of the Closing. Proration of Taxes that are undetermined as of the Closing Date (i) will be based on the relative periods most recently available Tax rate and valuation, giving effect to applicable exemptions, recently-voted millage, change in valuation and similar items, whether or not officially certified to the appropriate Taxing Authority as of time the Assets were owned Closing Date and (ii) will use a 365-day year. On or before the Closing, Sellers will pay all delinquent property Taxes or special assessments not contested by each respective party Sellers in good faith, which contested Taxes or their respective Affiliates during assessments will remain Sellers’ obligation. When the fiscal period for which actual amounts become known, such Taxes are imposed prorations will be recalculated by the applicable taxing jurisdiction Buyer and the applicable Seller, and such Buyer or such Seller, as the case may be, will promptly (as but not later than five Business Days after notice of payment due) make any additional payment or refund so that the correct prorated amount is paid by each of such fiscal period Buyer and such Seller. (b) If a property Tax refund that is or may be reflected on an Excluded Asset is received by a Buyer, then such Buyer will remit such refund, including any interest paid by any Taxing Authority, to the xxxx rendered applicable Seller within 14 calendar days of receipt by such taxing jurisdictionBuyer. Sellers and Buyers will reasonably cooperate with each other to pursue and obtain property Tax refunds; except that Sellers retain the exclusive right to apply for property Tax refunds and to appeal property Tax assessments pertaining to all periods ending on or before the Closing Date (collectively, but the “Pre-Closing Appeals”). All proceedings relating to Pre-Closing Appeals, to the extent practicable, will be conducted by and in the case name of Taxes imposed based on Sellers and as directed by Sellers. The provisions of this Section 7.03(b) will survive the specific day of ownership of assets or other specified standard not tied to a fiscal period, a fiscal period shall be deemed to be the three hundred sixty five (365) day period ending with such date). Upon receipt by Buyer of the tax xxxx, invoice or other statement regarding such real and personal property Taxes, Buyer shall calculate the pro rata share of such tax xxxx, invoice or other statement attributable to Buyer and Seller. To the extent such Taxes have not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement, Buyer then shall forward, as soon as practicable, to Seller a copy of such tax xxxx, invoice or statement along with the supporting documentation relating to the calculation of the pro rata share to Seller that had not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement. Seller then shall forward to Buyer payment of its pro rata share of such Taxes in immediately available funds as soon as practicable and in advance of the due date of the tax xxxx, invoice or statement and in time to avoid the incurrence of penalties, interest or other increases or additions to such Taxes. In the event Seller first receives a tax xxxx, invoice or statement relating to the Assets from a taxing authority, Seller shall promptly forward such tax xxxx, invoice or statement to BuyerClosing.

Real and Personal Property Taxes. All real (including public utility realty tax) and personal property Taxes and assessments arising with respect to the Assets and the assets of Subsidiary, and including for this purpose the Pennsylvania Utility Real Property Tax (“PXXXX”) and any similar utility Taxes of any other jurisdiction shall be prorated between Buyer and Seller based on the relative periods of time the Assets were owned by each respective party or their respective Affiliates during the fiscal period for which such Taxes are imposed by the applicable taxing jurisdiction (as such fiscal period is or may be reflected on the xxxx bxxx rendered by such taxing jurisdiction, but in the case of Taxes imposed based on the specific day of ownership of assets or other specified standard not tied to a fiscal periodassets, a fiscal period shall be deemed to be the three hundred sixty five (365) 365 day period ending with such date). Upon receipt by Buyer of the tax xxxxbxxx, invoice or other statement regarding such real and personal property Taxes, Buyer shall calculate the pro rata share of such tax xxxxbxxx, invoice or other statement attributable to Buyer and Seller. To the extent such Taxes have not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement, Buyer then shall forward, as soon as practicable, to Seller a copy of such tax xxxxbxxx, invoice or statement along with the supporting documentation relating to the calculation of the pro rata share to Seller that had not otherwise been accrued or accounted for in the Base Statement or the Final Closing StatementSeller. Seller then shall forward to Buyer payment in immediately available funds of its pro rata share of such Taxes in immediately available funds as soon as practicable and in advance of the due date of the tax xxxxbxxx, invoice or statement and in time to avoid the incurrence of penaltiespenalties or interest. Upon its receipt of such payment, interest Buyer will pay the full amount of the tax bxxx, invoice or other increases or additions statement to such Taxesthe applicable taxing authority. In the event Seller first receives a tax xxxxbxxx, invoice or statement relating to the Assets from a taxing authority, Seller shall promptly immediately forward such tax xxxxbxxx, invoice or statement to Buyer.

Real and Personal Property Taxes. All real (including public utility realty tax) and personal property Taxes and assessments arising with respect to the Assets and the assets of Subsidiary, and including for this purpose the Pennsylvania Utility Real Property Tax (“XXXXX”) and any similar utility Taxes of any other jurisdiction shall be prorated between Buyer and Seller based on the relative periods of time the Assets were owned by each respective party or their respective Affiliates during the fiscal period for which such Taxes are imposed by the applicable taxing jurisdiction (as such fiscal period is or may be reflected on the xxxx rendered by such taxing jurisdiction, but in the case of Taxes imposed based on the specific day of ownership of assets or other specified standard not tied to a fiscal periodassets, a fiscal period shall be deemed to be the three hundred sixty five (365) 365 day period ending with such date). Upon receipt by Buyer of the tax xxxx, invoice or other statement regarding such real and personal property Taxes, Buyer shall calculate the pro rata share of such tax xxxx, invoice or other statement attributable to Buyer and Seller. To the extent such Taxes have not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement, Buyer then shall forward, as soon as practicable, to Seller a copy of such tax xxxx, invoice or statement along with the supporting documentation relating to the calculation of the pro rata share to Seller that had not otherwise been accrued or accounted for in the Base Statement or the Final Closing StatementSeller. Seller then shall forward to Buyer payment in immediately available funds of its pro rata share of such Taxes in immediately available funds as soon as practicable and in advance of the due date of the tax xxxx, invoice or statement and in time to avoid the incurrence of penaltiespenalties or interest. Upon its receipt of such payment, interest Buyer will pay the full amount of the tax xxxx, invoice or other increases or additions statement to such Taxesthe applicable taxing authority. In the event Seller first receives a tax xxxx, invoice or statement relating to the Assets from a taxing authority, Seller shall promptly immediately forward such tax xxxx, invoice or statement to Buyer.

Real and Personal Property Taxes. All real (Subject to Tenant’s right to contest as set forth below, Tenant shall pay the Real Property Taxes now or hereafter levied against the Premises and the Building during the Term of this Lease. Tenant may contest the amount or validity of such Real Property Taxes by appropriate proceedings; provided, however, that Tenant shall promptly pay such taxes unless such proceedings shall operate to prevent or stay the collection of the tax so contested. Landlord shall join in any such proceedings if any law shall so require, providing that Tenant shall indemnify Landlord against any liability, cost or expense in connection therewith, including, without limitation, actual attorneys’ fees and costs. Real Property Taxes shall be defined as all actual taxes, assessments, levies, charges and other similar or governmental charges levied or assessed on, imposed upon or attributable to the calendar year in question to the Premises, and/or to t he operation of the Premises, including public utility realty tax) and but not limited to Real Property Taxes against the Premises, personal property Taxes and taxes or assessments arising with respect to levied or assessed against the Assets and Premises, but excluding any similar utility Taxes of tax measured by gross rentals received from the Premises, any other jurisdiction shall be prorated between Buyer and Seller based on the relative periods of time the Assets were owned by each respective party net income, franchise, capital stock, succession, transfer, gift, estate or their respective Affiliates during the fiscal period for which such Taxes are inheritance taxes imposed by the applicable taxing jurisdiction State of California or the United States or by their respective agencies, branches or departments. Real Property Taxes shall also include any increase or reassessment in real property taxes and assessment in excess of two percent (as such fiscal period is 2%) of the Real Property Taxes for the previous year resulting from either (a) any sale, transfer or may be reflected on the xxxx rendered by such taxing jurisdiction, but other change in the case of Taxes imposed based on the specific day of ownership of assets or other specified standard not tied to a fiscal period, a fiscal period shall be deemed to be the three hundred sixty five (365) day period ending with such date). Upon receipt by Buyer Premises during that portion of the tax xxxxLease Term the expiration of the first four (4) years following the Commencement Date or from major alterations, invoice improvements, modifications or other statement regarding such real and personal property Taxes, Buyer shall calculate the pro rata share of such tax xxxx, invoice or other statement attributable to Buyer and Seller. To the extent such Taxes have not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement, Buyer then shall forward, as soon as practicable, to Seller a copy of such tax xxxx, invoice or statement along with the supporting documentation relating renovations to the calculation Premises, or (b) any action, including, without limitation, judicial action or action by initiative, which serve to repeal, modify and/or limit the application of Article XIIIA of the pro rata share to Seller that had not California Constitution (otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement. Seller then shall forward to Buyer payment of its pro rata share of such Taxes in immediately available funds known as soon as practicable and in advance of the due date of the tax xxxx, invoice or statement and in time to avoid the incurrence of penalties, interest or other increases or additions to such Taxes. In the event Seller first receives a tax xxxx, invoice or statement relating to the Assets from a taxing authority, Seller shall promptly forward such tax xxxx, invoice or statement to BuyerProposition 13).

Real and Personal Property Taxes. All real (including public utility realty tax) and personal property Taxes and assessments arising with respect to the Assets and the assets of Subsidiary and any similar utility Taxes of any other jurisdiction shall be prorated between Buyer and Seller based on the relative periods of time the Assets were owned by each respective party or their respective Affiliates during the fiscal period for which such Taxes are imposed by the applicable taxing jurisdiction (as such fiscal period is or may be reflected on the xxxx bxxx rendered by such taxing jurisdiction, but in the case of Taxes imposed based on the specific day of ownership of assets or other specified standard not tied to a fiscal periodassets, a fiscal period shall be deemed to be the three hundred sixty five (365) 365 day period ending with such date). Upon receipt by Buyer of the tax xxxxbxxx, invoice or other statement regarding such real and personal property Taxes, Buyer shall calculate the pro rata share of such tax xxxxbxxx, invoice or other statement attributable to Buyer and Seller. To the extent such Taxes have not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement, Buyer then shall forward, as soon as practicable, to Seller a copy of such tax xxxxbxxx, invoice or statement along with the supporting documentation relating to the calculation of the pro rata share to Seller that had not otherwise been accrued or accounted for in the Base Statement or the Final Closing StatementSeller. Seller then shall forward to Buyer payment in immediately available funds of its pro rata share of such Taxes in immediately available funds as soon as practicable and in advance of the due date of the tax xxxxbxxx, invoice or statement and in time to avoid the incurrence of penaltiespenalties or interest. Upon its receipt of such payment, interest Buyer will pay the full amount of the tax bxxx, invoice or other increases or additions statement to such Taxesthe applicable taxing authority. In the event Seller first receives a tax xxxxbxxx, invoice or statement relating to the Assets from a taxing authority, Seller shall promptly immediately forward such tax xxxxbxxx, invoice or statement to Buyer.

Real and Personal Property Taxes. All For purposes of this Agreement, the Seller Companies’ pro rata share of all ad valorem, real (including public utility realty tax) and personal property Taxes and assessments arising with respect to from the ownership or use of the Assets and any similar utility Taxes of any other jurisdiction for the calendar year in which the Effective Time occurs shall be prorated between Buyer and Seller based on the relative periods of time the Assets were owned by each respective party or their respective Affiliates during the fiscal period for which such Taxes are imposed by the applicable taxing jurisdiction (as such fiscal period is or may be reflected on the xxxx rendered by such taxing jurisdiction, but in the case of Taxes imposed based on the specific day of ownership of assets or other specified standard not tied to a fiscal period, a fiscal period shall be deemed to be the three hundred sixty five (365) day period ending with such date). Upon receipt by Buyer of the tax xxxxEffective Time regardless of when such ad valorem, invoice or other statement regarding such real and personal property TaxesTaxes are actually billed and payable, based on the most recent statement of ad valorem, real and personal property Taxes which is available at the time of Closing. The Seller Companies shall be responsible for Sale and Purchase Agreement paying, and shall indemnify Buyer shall calculate the for, their pro rata share of all such tax xxxxad valorem, invoice real and personal property Taxes relating to the period prior to the Effective Time. Buyer shall be responsible for, and shall indemnify Seller for, such Taxes relating to the period after the Effective Time. If there are any special or other statement attributable general assessments on the Assets which are payable in installments, Buyer shall be responsible for all installments which fall due subsequent to Buyer and Sellerthe Effective Time. To the extent possible, prorations shall be made on and as of the Closing Date; otherwise, the Parties shall make prorations within ninety (90) calendar days following the Closing Date. Buyer shall file, or cause to be filed, all required reports and returns incident to all ad valorem Taxes, real property Taxes, personal property Taxes and similar obligations, which reports and returns are due after the Closing Date and shall pay or cause to be paid to the Taxing authorities all such Taxes have not otherwise been accrued reflected on such reports or accounted returns even if same are for in periods prior to the Base Statement or the Final Closing Statement, Date and Seller shall reimburse Buyer then shall forward, as soon as practicable, within ninety (90) days after invoice for any such Taxes allocable to Seller a copy of such tax xxxx, invoice or statement along with the supporting documentation relating to the calculation of the pro rata share to Seller that had not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement. Seller then shall forward to Buyer payment of its pro rata share of such Taxes in immediately available funds as soon as practicable and in advance of the due date of the tax xxxx, invoice or statement and in time to avoid the incurrence of penalties, interest or other increases or additions to such Taxes. In the event Seller first receives a tax xxxx, invoice or statement relating to the Assets from a taxing authority, Seller shall promptly forward such tax xxxx, invoice or statement to Buyerper this Section 14.03.