Common use of Shared Liabilities Clause in Contracts

Shared Liabilities. The following Liabilities and obligations relating to the Business and the Acquired Assets (the “Shared Liabilities”) shall be shared between Purchaser and Seller as follows: (a) Utility charges and sanitary sewer charges that relate to billing periods beginning before the Closing Date for the Acquired Assets and ending after the Closing Date, shall be allocated on the basis of measured utility usage before and after such Closing Date (if meter or other measured service readings are made at such time) or otherwise on the basis of the proportional number of calendar days in the relevant billing period before and after such Closing Date; (b) Rentals and other fees, charges and costs, including without limitation common area maintenance fees and administrative fees payable under real property leases and equipment leases that relate to lease periods beginning before and ending after the Closing Date shall be allocated between the parties on the basis of the proportional number of calendar days in the relevant lease period before and after the Closing Date; and (c) All city, state and county ad valorem property, real estate and similar Taxes with respect to the Fee Owned Property and the Real Property Leases (“Property Taxes”) shall be allocated on the basis of the proportional number of calendar days in the relevant Tax year before and after the Closing Date. Such Property Taxes shall be based on the most recent assessment for the purpose of calculating the Purchase Price under Section 2.2, provided, that the Seller shall indemnify Purchaser to the extent that Seller’s actual pro rated assessed Property Taxes are greater than the estimate. In the event that, after the Closing Date, any additional Property Taxes are levied, imposed upon or assessed against the Fee Owned Property or the Real Property Leases for periods prior to the Closing Date, Purchaser shall give Seller written notice of such Property Taxes promptly after the Purchaser receives notices thereof, and Seller shall be responsible for payment of such additional Taxes in full within the time fixed for payment thereof and before the same become delinquent; provided, however, Seller shall have no liability to Purchaser under this Section 2.6(c) with respect to the payment of penalties or interest resulting from late payment of such Property Taxes caused by Purchaser’s failure to promptly notify Seller as herein provided. The foregoing obligation of Seller shall include, without limitation, the payment of any “rollback” or similar Taxes imposed because of a change in use of, or the conveyance of, the Fee Owned Property and the Real Property Leases Without limiting the obligations of Seller pursuant to the preceding sentences, Seller shall, and does hereby, indemnify, defend and hold Purchaser harmless from and against any such additional Taxes (including all interest and penalties assessed or imposed in connection therewith) relating to periods prior to the Closing Date.

Shared Liabilities. The following Liabilities liabilities and obligations relating to the Business and the Acquired Assets (the “Shared Liabilities”) shall be shared between Purchaser and each Seller as follows: (a) Utility charges and sanitary sewer charges that relate to billing periods beginning before the Closing Date for the Acquired such Seller’s Assets and ending after the Closing DateDate for such Seller’s Assets, shall be allocated on the basis of measured utility usage before and after such Closing Date (if meter or other measured service readings are made at such time) or otherwise on the basis of the proportional number of calendar days in the relevant billing period before and after such Closing Date; (b) Rentals and other fees, charges and costs, including without limitation common area maintenance fees and administrative fees payable under real property leases the Real Property Leases and equipment leases Equipment Leases that relate to lease periods beginning before and ending after the Closing Date of such Seller’s Assets shall be allocated between the parties on the basis of the proportional number of calendar days in the relevant lease period before and after the such Closing Date; and (c) All city, state and county ad Ad valorem property, real estate and similar Taxes with respect to the Fee Owned Property and the Real Property Leases (“Property Taxes”) taxes shall be allocated on the basis of the proportional number of calendar days in the relevant Tax tax year before and after the Closing DateDate of such Seller’s Assets. Such Property Taxes taxes shall be based on the most recent 2005 assessment for the purpose of calculating the Purchase Price under Section 2.23.3(a), provided, that the Seller Sellers shall indemnify Purchaser to the extent that Seller’s Sellers’ actual pro rated 2006 assessed Property Taxes taxes are greater than the estimate. In the event that, after the Closing Date, any additional Property Taxes are levied, imposed upon or assessed against the Fee Owned Property or the Real Property Leases for periods prior to the Closing Date, Purchaser shall give Seller written notice of such Property Taxes promptly after the Purchaser receives notices thereof, and Seller shall be responsible for payment of such additional Taxes in full within the time fixed for payment thereof and before the same become delinquent; provided, however, Seller shall have no liability to Purchaser under this Section 2.6(c) with respect to the payment of penalties or interest resulting from late payment of such Property Taxes caused by Purchaser’s failure to promptly notify Seller as herein provided. The foregoing obligation of Seller shall include, without limitation, the payment of any “rollback” or similar Taxes imposed because of a change in use of, or the conveyance of, the Fee Owned Property and the Real Property Leases Without limiting the obligations of Seller pursuant to the preceding sentences, Seller shall, and does hereby, indemnify, defend and hold Purchaser harmless from and against any such additional Taxes (including all interest and penalties assessed or imposed in connection therewith) relating to periods prior to the Closing Date.

Shared Liabilities. The following Liabilities liabilities and obligations relating to the Business and the Acquired Assets (the “"Shared Liabilities”") shall be shared between Purchaser Buyer and Seller Sellers as follows: (a) Utility charges and sanitary sewer With respect to utility charges that relate to billing periods beginning before the Closing Date for the Acquired Assets and ending after the Closing Date, the responsibility for payment shall be allocated prorated between the parties on the basis of measured utility usage before and after such Closing Date the Effective Time (if meter or other measured service readings are made at or near such time) or otherwise on the basis of the proportional number of calendar days in the relevant billing period before and after such the Closing Date, respectively; (b) Rentals With respect to rentals payable on the Real Property Leases and other fees, charges and costs, including without limitation common area maintenance fees and administrative fees payable under real property leases and equipment leases Contracts that relate to lease or contract periods beginning before and ending after the Closing Date shall Date, the responsibility for payment will be allocated between the parties on the basis of the proportional number of calendar days in the relevant lease period before and after the Closing Date, respectively; and (c) All city, state and county With respect to ad valorem property, real estate and similar Taxes with respect to taxes for the Fee Owned Property and applicable tax year, the Real Property Leases (“Property Taxes”) shall responsibility for payment will be allocated between the parties on the basis of the proportional number of calendar days in the relevant Tax tax year before and after the Closing Date, respectively. Such Property Taxes Except as provided below, if either party pays all or any portion of the Shared Liabilities for which the other party is entirely or partially responsible hereunder, then the responsible party will promptly (but in no event later than 30 days after demand by the paying party) reimburse the paying party for that payment, provided that any demand for reimbursement shall be based on the most recent assessment for the purpose accompanied by appropriate evidence of calculating the Purchase Price under Section 2.2, provided, that the Seller shall indemnify Purchaser to the extent that Seller’s actual pro rated assessed Property Taxes are greater than the estimate. In the event that, after the Closing Date, any additional Property Taxes are levied, imposed upon or assessed against the Fee Owned Property or the Real Property Leases for periods prior to the Closing Date, Purchaser shall give Seller written notice of such Property Taxes promptly after the Purchaser receives notices payment thereof, and Seller shall be responsible for payment of such additional Taxes in full within the time fixed for payment thereof and before the same become delinquent; provided, however, Seller shall have no liability to Purchaser under this Section 2.6(c) with respect to the payment of penalties or interest resulting from late payment of such Property Taxes caused by Purchaser’s failure to promptly notify Seller as herein provided. The foregoing obligation of Seller shall include, without limitation, the payment of any “rollback” or similar Taxes imposed because of a change in use of, or the conveyance of, the Fee Owned Property and the Real Property Leases Without limiting the obligations of Seller pursuant to the preceding sentences, Seller shall, and does hereby, indemnify, defend and hold Purchaser harmless from and against any such additional Taxes (including all interest and penalties assessed or imposed in connection therewith) relating to periods prior to the Closing Date.

Shared Liabilities. The Subject to the Facilities Operating Agreement, the following Liabilities and obligations relating to the Business Buick Facilities and the Acquired Assets (the “Shared Liabilities”) shall be shared between Purchaser Transferee and Seller Doe Run as follows: (a) Utility charges and sanitary sewer With respect to utility charges that relate to billing periods beginning before the Closing Date for the Acquired Assets and ending after the Closing Date, the responsibility for payment shall be allocated prorated between the parties on the basis of measured utility usage before and after such the Closing Date (if meter or other measured service readings are made at or near such time) or otherwise on the basis of the proportional number of calendar days in the relevant billing period before and including (in the case of Doe Run) or after such (in the case of Transferee) the Closing Date; (b) Rentals and other fees, charges and costs, including without limitation common area maintenance fees and administrative fees With respect to rentals payable under real on any leased personal property leases and equipment leases included as part of the Acquired Assets that relate to the applicable lease periods beginning before and ending after the Closing Date shall Date, the responsibility for payment will be allocated between the parties on the basis of the proportional number of calendar days in the relevant lease period before (in the case of Doe Run) and after (in the case of Transferee) the Closing Date; and (c) All cityWith respect to ad valorem, state and county ad valorem personal property, real estate and similar Taxes with respect to taxes for the Fee Owned Property and applicable tax year, the Real Property Leases (“Property Taxes”) shall responsibility for payment will be allocated between the parties on the basis of the proportional number of calendar days in the relevant Tax tax year before and after the Closing Date, respectively. Such Property Taxes If either party pays all or any portion of the Shared Liabilities for which the other party is entirely or partially responsible hereunder, then the responsible party will promptly (but in no event later than thirty (30) days after demand by the paying party) reimburse the paying party for that payment, provided that any demand for reimbursement shall be based on the most recent assessment for the purpose accompanied by appropriate evidence of calculating the Purchase Price under Section 2.2, provided, that the Seller shall indemnify Purchaser to the extent that Seller’s actual pro rated assessed Property Taxes are greater than the estimate. In the event that, after the Closing Date, any additional Property Taxes are levied, imposed upon or assessed against the Fee Owned Property or the Real Property Leases for periods prior to the Closing Date, Purchaser shall give Seller written notice of such Property Taxes promptly after the Purchaser receives notices payment thereof, and Seller shall be responsible for payment of such additional Taxes in full within the time fixed for payment thereof and before the same become delinquent; provided, however, Seller shall have no liability to Purchaser under this Section 2.6(c) with respect to the payment of penalties or interest resulting from late payment of such Property Taxes caused by Purchaser’s failure to promptly notify Seller as herein provided. The foregoing obligation of Seller shall include, without limitation, the payment of any “rollback” or similar Taxes imposed because of a change in use of, or the conveyance of, the Fee Owned Property and the Real Property Leases Without limiting the obligations of Seller pursuant to the preceding sentences, Seller shall, and does hereby, indemnify, defend and hold Purchaser harmless from and against any such additional Taxes (including all interest and penalties assessed or imposed in connection therewith) relating to periods prior to the Closing Date.