Common use of Tax Apportionment Clause in Contracts

Tax Apportionment. Taxes (other than Transfer Taxes) imposed upon or assessed directly against the Transferred Assets (including real estate Taxes, personal property Taxes and similar Taxes) for the tax period in which the Closing occurs (the “Proration Period”) will be apportioned and prorated between Seller and Buyer as of the Closing Date with Buyer bearing the expense of Buyer’s proportionate share of such Taxes which shall be (i) in the case of property, ad valorem, and other similar Taxes, equal to the product obtained by multiplying (A) a fraction, the numerator being the amount of the Taxes and the denominator being the total number of days in the Proration Period, multiplied by (B) the number of days in the Proration Period following the Closing Date, and Seller shall bear the remaining portion of such Taxes and (ii) in the case of other Taxes, computed as if the applicable tax period ended at the close of business on the Closing Date. If the precise amount of any such Tax cannot be ascertained on the Closing Date, apportionment and proration shall be computed on the basis of the amount payable for each respective item during the tax period immediately preceding the Proration Period and any proration shall be adjusted thereafter on the basis of the actual charges for such items in the Proration Period. When the actual amounts become known, such proration shall be recalculated by Xxxxx and Seller, and Buyer or Seller, as the case may be, promptly (but not later than fifteen (15) days after notice of payment due and delivery of reasonable supporting documentation with respect to such amounts) shall make any additional payment or refund so that the correct prorated amount is paid by each of Buyer and Seller.

Tax Apportionment. Any real property, personal property, or similar Taxes that are applicable to the Acquired Assets, the Business, the Assumed Liabilities, or the Excluded Liabilities described in clause (i) of the definition thereof (other than Transfer Taxes) imposed upon or assessed directly against the Transferred Assets (including real estate Taxes, personal property Taxes and similar Taxes) for the tax a taxable period in which the Closing occurs (the “Proration Period”) will be apportioned and prorated between Seller and Buyer as of that includes but does not end on the Closing Date with Buyer bearing the expense of Buyer’s proportionate share of such Taxes which shall be (i) in the case of property, ad valorem, and other similar Taxes, equal apportioned to the product obtained by multiplying (A) a fraction, the numerator being the amount of the Taxes and the denominator being the total number of days in the Proration Period, multiplied by (B) Pre- Closing Tax Period based on the number of days in the Proration Period following portion of such taxable period that ends on and includes the Closing Date, divided by the number of days in the entire taxable period (the “Pre-Closing Apportioned Taxes,” and Seller shall bear the remaining portion of Taxes for such Taxes and taxable period, the “Post- Closing Apportioned Taxes”). At least five (ii5) in the case of other Taxes, computed as if the applicable tax period ended at the close of business on the Closing Date. If the precise amount of any such Tax cannot be ascertained on days prior to the Closing Date, apportionment Sellers shall deliver an estimate (the “Tax Apportionment Estimate”) of the Pre-Closing Apportioned Taxes and proration Post-Closing Apportioned Taxes, along with reasonable support therefore, based on amounts reported on the most recent Tax Returns prepared and/or filed by Sellers relating to such Taxes. The Tax Apportionment Estimate shall be computed on subject to Purchaser’s review and if Purchaser reasonably disputes any amount therein, the basis of parties shall work in good faith to resolve such disputes before the Closing. At the Closing, if a positive number, the Sellers shall pay to the Purchaser an amount (the “Tax Apportionment Amount”) equal to the difference between: (i) any such Pre-Closing Apportioned Taxes that are to be payable for by the Purchaser, minus (ii) any such Post-Closing Apportioned Taxes that are to be payable by the Sellers. If the Tax Apportionment Amount is a negative number, then the Purchaser shall pay to the Sellers the positive difference at the Closing. In each respective item during the tax period immediately preceding the Proration Period and any proration case, such payments shall be adjusted thereafter on adjustments to the basis of the actual charges Closing Date Payment, and for such items in the Proration Period. When the actual amounts become knownall applicable Tax purposes, such proration shall be recalculated by Xxxxx treated as adjustments to the Purchase Price hereunder. Such payments shall be in full and Seller, final satisfaction of any obligations between the Purchaser and Buyer or Seller, as the case may be, promptly (but not later than fifteen (15) days after notice of payment due and delivery of reasonable supporting documentation Sellers with respect to such amountsTaxes for any Straddle Period (other than in respect of Transfer Taxes, which shall be governed by Section 9.1), including in respect of Section 1.3(c) shall make any additional payment or refund so that the correct prorated amount is paid by each of Buyer and SellerSection 1.4(i).

Tax Apportionment. (a) All property or ad valorem Taxes (other than Transfer Taxes) imposed upon on or assessed directly against with respect to the Transferred Assets (Purchased Assets, including Taxes on real estate Taxesestate, fixtures, personal property Taxes and similar Taxes) for the tax period in which the Closing occurs (the “Proration Period”) will inventory, shall be apportioned and prorated between Seller Buyer, on the one hand, and Buyer Sellers, on the other hand, as of the Closing Date with Buyer bearing the expense of Buyer’s proportionate share of provided herein. Sellers shall be responsible for all such Taxes which shall be (i) in the case of property, ad valorem, and other similar Taxes, equal payable with respect to the product obtained by multiplying (A) a fraction, the numerator being the amount of the Taxes and the denominator being the total number of days in the Proration Period, multiplied by (B) the number of days in the Proration Period following the Closing Date, and Seller shall bear the remaining portion of such Taxes and (ii) in the case of other Taxes, computed as if the applicable tax period ended at the close of business on Purchased Assets for all taxable periods ending prior to the Closing Date. If Buyer shall be responsible for the precise amount payment of any all such Tax cannot be ascertained Taxes payable for all taxable periods beginning on or subsequent to the Closing Date. As to any taxable period beginning before the Closing Date and ending on or after the Closing Date (a “Straddle Period”), apportionment and proration all such Taxes shall be computed prorated by allocating to the period ending on the basis day immediately prior to the Closing Date (the “Pre-Closing Portion”) the amount of such Taxes for the entire taxable period multiplied by a fraction the numerator of which is the number of calendar days in the taxable period ending on the day immediately prior to the Closing Date and the denominator of which is the number of calendar days in the entire taxable period. Sellers shall be responsible for any such Taxes payable with respect to the Purchased Assets with respect to the Pre-Closing Portion of the amount payable for each respective item during the tax period immediately preceding the Proration Period and any proration shall be adjusted thereafter on the basis of the actual charges for such items in the Proration Straddle Period. When the actual amounts become known, such proration shall be recalculated by Xxxxx and Seller, and Buyer shall be responsible for all other such Taxes for the relevant Straddle Period. At the Closing, Buyer and Sellers shall prorate the property and ad valorem Taxes respecting the Purchased Assets for any Straddle Period based on the most recent Tax year for which such Tax information is available, and any credit to Buyer resulting from such pro ration shall reduce the Purchase Price payable at Closing and any credit to Seller from such pro ration shall increase the Purchase Price payable at Closing. To the extent not accurately reflected in such adjustments to the Purchase Price at Closing, there shall after Closing be a final settlement between Buyer and Sellers based on the actual property and ad valorem Taxes due for the Straddle Period. Any refunds or Sellerrebates that may be received with respect to the Taxes referenced in this Section 7.02(a) shall be prorated between Buyer and Sellers in the same manner as described above to prorate Taxes, and Sellers shall be entitled to all refunds and rebates for taxable periods (and portions thereof) ending prior to the Closing Date and Buyer entitled to all refunds and rebates for taxable periods (and portions thereof) beginning on and after the Closing Date that may be received. Any refunds or rebates will be paid to the applicable Party within thirty (30) days of receiving the refund or rebate. (b) Severance Tax (and ad valorem Tax based on such severance taxable value) with respect to the Purchased Assets, if any, shall be paid by Sellers, other than the Coal Inventory (excluding the Retained Coal Inventory), on which Buyer shall be responsible for any Severance Taxes. In the event that any Party receives a notice of any audit or administrative or judicial or other proceeding involving Taxes with respect to the Purchased Assets, which, if determined adversely, could result in a liability of the other Party or Parties under this Agreement (the Party or Parties receiving such notice of liability will hereafter be referred to as the “liable Party or Parties”) the liable Party or Parties will immediately notify the other Party or Parties (the “responsible Party or Parties”) in writing of such audit or administrative or judicial or other Proceeding. In the case of an audit or administrative or judicial or other Proceeding that relates to any taxable period that is not a Straddle Period, the responsible Party or Parties after receiving notice shall have the option of either: (i) Paying the Tax directly, including payment under protest to preserve the right to contest the liability, or (ii) Challenging the Proceeding referred to in such notice. The responsible Party or Parties shall take all action necessary and shall have the right (solely or jointly, as the case may be) to control any audits, promptly (but not later than fifteen (15) days after disputes, administrative, judicial, or other Proceedings and incidents to such challenge and to employ counsel of its respective choice therein. If the responsible Party or Parties elect to challenge the validity of such bxxx, invoice, notice of deficiency or similar communication or any portion thereof, the liable Party or Parties shall extend reasonable cooperation to the responsible Party or Parties in such efforts at no expense to the responsible Party or Parties. Notwithstanding the foregoing, the liable Party or Parties may (solely or jointly, as the case may be) elect to pay such notice of liability; however, the responsible Party or Parties will not have to reimburse such payment due unless the responsible Party or Parties have consented to that payment and delivery reimbursement and the responsible Party’s or Parties’ right to contest such liability is preserved. If a notice of reasonable supporting documentation liability may affect the liability or obligations of both a responsible Party and another Party, the responsible Party or Parties shall keep the other Party or Parties reasonably informed of the progress of any challenge of the liability asserted in such notice and the other Party’s or Parties’ consent shall be required prior to the settlement of any such notice, which consent shall not be unreasonably withheld, conditioned or delayed. If the notice of an audit, or administrative, judicial or other proceeding relating to Taxes with respect to the Purchased Assets relates to a Straddle Period the liable Party or Parties and responsible Party or Parties shall be entitled to jointly challenge the proceeding referenced in the notice. The liable Party or Parties and responsible Party or Parties shall control any audits, disputes, administrative, judicial or other proceedings and incidents to such amounts) challenge and to employ counsel of their choice. The Parties shall make any additional payment not consent to the settlement of such proceeding without each liable and responsible Party’s written consent, which consent shall not be unreasonably withheld, conditioned, or refund so that the correct prorated amount is paid by each of Buyer and Sellerdelayed.

Tax Apportionment. Taxes (other than Transfer Taxes) imposed upon or assessed directly against the Transferred Assets (including real estate TaxesWith respect to Purchaser 1, personal property Taxes and similar Taxes) for the tax period in which the Closing occurs (the “Proration Period”) will be apportioned and prorated between Seller and Buyer as of the Closing Date with Buyer bearing the expense of Buyer’s proportionate share of such Taxes which shall be (i) in the case of property, any ad valorem, and other property or similar Taxes, equal to Taxes associated with the product obtained by multiplying (A) P1 Transferred Assets shall be prorated on a fraction, the numerator being the amount of the Taxes and the denominator being the total number of days in the Proration Period, multiplied by (B) the number of days in the Proration Period following the Closing Date, and Seller shall bear the remaining portion of such Taxes and (ii) in the case of other Taxes, computed as if the applicable tax period ended at per diem basis through the close of business on the Closing Date. Such ad valorem, property or similar Taxes apportioned to the period (or portion thereof) ending on or prior to the close of business on the Closing Date shall be borne by Seller and such Taxes apportioned to the period (or portion thereof) beginning on or after the close of business on the Closing Date shall be borne by Purchaser 1. The Cash Consideration shall be increased or decreased as required to effectuate the resulting amount required to be borne by Seller or Purchaser 1. With respect to Taxes described in this Section 2.9(a), Seller shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Purchaser 1 shall prepare and file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the precise amount appropriate Taxing Authority payment for Taxes, which are subject to pro ration under this Section 2.9(a), and such payment includes the other party's share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes to the extent that such Taxes are not reflected in the Cash Consideration calculation. With respect to Purchaser 2, any such Tax cannot ad valorem, property or similar Taxes associated with the P2 Transferred Assets shall be ascertained prorated on a per diem basis through the close of business on the Closing Date. Such ad valorem, apportionment and proration property or similar Taxes apportioned to the period (or portion thereof) ending on or prior to the close of business on the Closing Date shall be computed borne by Seller and such Taxes apportioned to the period (or portion thereof) beginning on or after the close of business on the basis of the amount payable for each respective item during the tax period immediately preceding the Proration Period and any proration Closing Date shall be adjusted thereafter on the basis of the actual charges for such items in the Proration Periodborne by Purchaser 2. When the actual amounts become known, such proration The Cash Consideration shall be recalculated increased or decreased as required to effectuate the resulting amount required to be borne by Xxxxx and SellerSeller or Purchaser 2. With respect to Taxes described in this Section 2.9(b), and Buyer or Seller, as Seller shall timely file all Tax Returns due before the case may be, promptly (but not later than fifteen (15) days after notice of payment due and delivery of reasonable supporting documentation Closing Date with respect to such amounts) Taxes and Purchaser 2 shall make any additional prepare and file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment or refund so for Taxes, which are subject to pro ration under this Section 2.9(b), and such payment includes the other party's share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes to the extent that such Taxes are not reflected in the correct prorated amount is paid by each of Buyer and SellerCash Consideration calculation.

Tax Apportionment. (a) All property or ad valorem Taxes (other than Transfer Taxes) imposed upon or assessed directly against for the Transferred Assets (current year, including but not limited to Taxes on real estate Taxesestate, fixtures, personal property Taxes and similar Taxes) for the tax period in which the Closing occurs (the “Proration Period”) will inventory, shall be apportioned and prorated between Seller Buyer, on the one hand, and Buyer the Entity Sellers and the CX Ranch Sellers, on the other hand, as provided herein. The Entity Sellers, severally in proportion to their ownership of membership interests in YCMC on the day immediately prior to the Closing Date with Buyer bearing the expense of Buyer’s proportionate share of (and not jointly), shall be responsible for all such Taxes which shall be (i) in the case of property, ad valorem, and other similar Taxes, equal payable by YCMC for all taxable periods ending prior to the product obtained by multiplying (A) a fraction, the numerator being the amount of the Taxes and the denominator being the total number of days in the Proration Period, multiplied by (B) the number of days in the Proration Period following the Closing Date, and the CX Ranch Sellers, severally in proportion to their economic interests in the relevant CX Ranch Asset transferred by such CX Ranch Seller (and not jointly) and CONSOL NPRB Lead (as to the CX Ranch Seller that is an Affiliate of CONSOL NPRB Lead) and Chevron NPRB Lead, shall bear the remaining portion of be responsible for all such Taxes and (ii) in payable with respect to the case of other Taxes, computed as if the applicable tax period ended at the close of business on CX Ranch Assets for all taxable periods ending prior to the Closing Date. If Buyer shall be responsible for the precise payment of all such Taxes payable for all taxable periods beginning on or subsequent to the Closing Date. As to any taxable period beginning before the Closing Date and ending on or after the Closing Date (a “Straddle Period”), all such Taxes shall be prorated by allocating to the period before the Closing Date the amount of such Taxes for the entire taxable period multiplied by a fraction the numerator of which is the number of calendar days in the taxable period ending on the day immediately prior to the Closing Date and the denominator of which is the number of calendar days in the entire taxable period. The Entity Sellers, severally in proportion to their ownership of membership interests in YCMC on the day immediately prior to the Closing Date of (and not jointly), shall be responsible for any such Taxes of YCMC allocated to the portion of the taxable period ending on the day immediately before the Closing Date. The CX Ranch Sellers, severally in proportion to their economic interests in the relevant CX Ranch Asset transferred by such CX Ranch Seller (and not jointly) and CONSOL NPRB Lead (as to the CX Ranch Seller that is an Affiliate of CONSOL NPRB Lead) and Chevron NPRB Lead, shall be responsible for any such Taxes payable with respect to the CX Ranch Assets allocated to the portion of the taxable period ending on the day immediate before the Closing Date, and Buyer shall be responsible for any other such Taxes. If Taxes are prorated and based on an estimate of the current period Taxes, there shall be a final settlement between Buyer and the relevant Sellers based on the actual Taxes due for the taxable period. Any refunds or rebates that may be received with respect to the Taxes referenced in this Section 7.2(a) shall be prorated between Buyer and the relevant Sellers in the same manner as described above to prorate Taxes, and the relevant Sellers shall be entitled to all refunds and rebates for taxable periods (and portions thereof) ending prior to the Closing Date and the Buyer entitled to all refunds and rebates for taxable periods (and portions thereof) beginning on and after the Closing Date that may be received. Any refunds or rebates will be paid to the applicable Party within thirty (30) days of receiving the refund or rebate. (b) Severance Tax can(and ad valorem Tax based on such severance taxable value), if any, shall be treated as attributable to the period ending on the Closing Date to the extent that the coal which constitutes the base upon which such Tax was levied was severed on or before the Closing Date, sold on or before the Closing Date and the revenue from such sale was accrued or received on or before the Closing Date. The Entity Sellers, severally in proportion to their ownership of membership interests in YCMC on the day immediately prior to the Closing Date (and not jointly), shall be ascertained responsible for all such Taxes payable with respect to YCMC attributable to the period ending on the Closing Date, apportionment and proration the CX Ranch Sellers, severally in proportion to their economic interests in the relevant CX Ranch Asset transferred by such CX Ranch Seller (and not jointly) and CONSOL NPRB Lead (as to the CX Ranch Seller that is an Affiliate of CONSOL NPRB Lead) and Chevron NPRB Lead, shall be computed responsible for all such Taxes payable with respect to the CX Ranch Assets attributable to the period ending on the basis Closing Date. (c) In the event that any Party receives a notice of any audit or administrative or judicial or other proceeding involving Taxes, which, if determined adversely, could result in a liability of the amount payable for each respective item during other Party or Parties under this Agreement (the tax Party or Parties receiving such notice of liability will hereafter be referred to as the “liable Party or Parties”) the liable Party or Parties will immediately notify the other Party or Parties (the “responsible Party or Parties”) in writing of such audit or administrative or judicial or other proceeding. In the case of an audit or administrative or judicial or other proceeding that relates to any taxable period immediately preceding that is not a Straddle Period, the Proration Period responsible Party or Parties after receiving notice shall have the option of either: (i) Paying the Tax directly, including payment under protest to preserve the right to contest the liability, or (ii) Challenging the proceeding referred to in such notice. The responsible Party or Parties shall take all action necessary and any proration shall be adjusted thereafter on have the basis of the actual charges for such items in the Proration Period. When the actual amounts become known, such proration shall be recalculated by Xxxxx and Seller, and Buyer right (solely or Sellerjointly, as the case may be) to control any audits, promptly (but not later than fifteen (15) days after disputes, administrative, judicial, or other proceedings and incidents to such challenge and to employ counsel of its respective choice therein. If the responsible Party or Parties elect to challenge the validity of such xxxx, invoice, notice of deficiency or similar communication or any portion thereof, the liable Party or Parties shall extend reasonable cooperation to the responsible Party or Parties in such efforts at no expense to the responsible Party or Parties. Notwithstanding the foregoing, the liable Party or Parties may (solely or jointly, as the case may be) elect to pay such notice of liability; however, the responsible Party or Parties will not have to reimburse such payment due unless the responsible Party or Parties have consented to that payment and delivery reimbursement and the responsible Party’s or Parties’ right to contest such liability is preserved. If a notice of reasonable supporting documentation with respect liability may affect the liability or obligations of both a liable Party and another Party, the liable Party or Parties shall keep the other Party or Parties reasonably informed of the progress of any challenge of the liability asserted in such notice and the other Party’s or Parties’ consent shall be required prior to the settlement of any such notice, which consent shall not be unreasonably withheld, conditioned or delayed. If the notice of an audit, or administrative, judicial or other proceeding relating to Taxes relates to a Straddle Period the liable Party or Parties and responsible Party or Parties shall be entitled to jointly challenge the proceeding referenced in the notice. The liable Party or Parties and responsible Party or Parties shall control any audits, disputes, administrative, judicial or other proceedings and incidents to such amounts) challenge and to employ counsel of their choice. The Parties shall make any additional payment not consent to the settlement of such proceeding without each liable and responsible Party’s written consent, which consent shall not be unreasonably withheld, conditioned, or refund so that the correct prorated amount is paid by each of Buyer and Sellerdelayed.

Tax Apportionment. (a) All property or ad valorem Taxes (other than Transfer Taxes) imposed upon or assessed directly against for the Transferred Assets (current year, including but not limited to Taxes on real estate Taxesestate, fixtures, personal property and inventory, shall be prorated between Buyer, on the one hand, and the Seller, on the other hand, as provided herein. The Seller shall be responsible for all such Taxes and similar Taxes) payable with respect to the Transferred Properties for all taxable periods ending prior to the Closing Date. Buyer shall be responsible for the tax period in which payment of all such Taxes payable for all taxable periods beginning on or subsequent to the Closing occurs (the “Proration Period”) will be apportioned and prorated between Seller and Buyer as of Date. As to any taxable period beginning before the Closing Date with Buyer bearing and ending on or after the expense of Buyer’s proportionate share Closing Date (a “Straddle Period”), all such Taxes shall be prorated by allocating to the period before the Closing Date the amount of such Taxes for the entire taxable period multiplied by a fraction the numerator of which shall be (i) is the number of calendar days in the case of property, ad valorem, and other similar Taxes, equal taxable period ending on the day immediately prior to the product obtained by multiplying (A) a fraction, the numerator being the amount of the Taxes Closing Date and the denominator being of which is the total number of calendar days in the Proration Period, multiplied by (B) entire taxable period. The Seller shall be responsible for any such Taxes payable with respect to the number Transferred Properties allocated to the portion of days in the Proration Period following taxable period ending on the day immediately prior to the Closing Date, and Buyer shall be responsible for any other such Taxes. If Taxes are prorated and based on an estimate of the current period Taxes, there shall be a final settlement between Buyer and the Seller based on the actual Taxes due for the taxable period. Any refunds or rebates that may be received with respect to the Taxes referenced in this Section 7.2(a) shall be prorated between Buyer and the Seller in the same manner as described above to prorate Taxes, and the Seller shall bear be entitled to all refunds and rebates for taxable periods (and portions thereof) ending prior to the remaining portion Closing Date and the Buyer entitled to all refunds and rebates for taxable periods (and portions thereof) beginning on and after the Closing Date that may be received. Any refunds or rebates will be paid to the applicable Party within thirty (30) days of receiving the refund or rebate. (b) Severance Tax (and ad valorem Tax based on such severance taxable value), if any, shall be treated as attributable to the period ending on the Closing Date to the extent that the coal which constitutes the base upon which such Tax was levied was severed on or before the Closing Date, sold on or before the Closing Date and the revenue from such sale was accrued or received on or before the Closing Date. Seller shall be responsible for all such Taxes and (ii) in payable with respect to the case of other Taxes, computed as if Transferred Properties attributable to the applicable tax period ended at the close of business ending on the Closing Date. If . (c) In the precise amount event that any Party receives a notice of any such Tax cannot be ascertained on the Closing Dateaudit or administrative or judicial or other proceeding involving Taxes, apportionment and proration shall be computed on the basis which, if determined adversely, could result in a liability of the amount payable for each respective item during other Party or Parties under this Agreement (the tax Party or Parties receiving such notice of liability will hereafter be referred to as the “liable Party or Parties”), the liable Party or Parties will immediately notify the other Party or Parties (the “responsible Party or Parties”) in writing of such audit or administrative or judicial or other proceeding. In the case of an audit or administrative or judicial or other proceeding that relates to any taxable period immediately preceding that is not a Straddle Period, the Proration Period responsible Party or Parties after receiving notice shall have the option of either: (i) Paying the Tax directly, including payment under protest to preserve the right to contest the liability, or (ii) Challenging the proceeding referred to in such notice. The responsible Party or Parties shall take all action necessary and any proration shall be adjusted thereafter on have the basis of the actual charges for such items in the Proration Period. When the actual amounts become known, such proration shall be recalculated by Xxxxx and Seller, and Buyer right (solely or Sellerjointly, as the case may be) to control any audits, promptly (but not later than fifteen (15) days after disputes, administrative, judicial, or other proceedings and incidents to such challenge and to employ counsel of its respective choice therein. If the responsible Party or Parties elect to challenge the validity of such xxxx, invoice, notice of deficiency or similar communication or any portion thereof, the liable Party or Parties shall extend reasonable cooperation to the responsible Party or Parties in such efforts at no expense to the responsible Party or Parties. Notwithstanding the foregoing, the liable Party or Parties may (solely or jointly, as the case may be) elect to pay such notice of liability; however, the responsible Party or Parties will not have to reimburse such payment due unless the responsible Party or Parties have consented to that payment and delivery reimbursement and the responsible Party’s or Parties’ right to contest such liability is preserved. If a notice of reasonable supporting documentation with respect liability may affect the liability or obligations of both a liable Party and another Party, the liable Party or Parties shall keep the other Party or Parties reasonably informed of the progress of any challenge of the liability asserted in such notice and the other Party’s or Parties’ consent shall be required prior to the settlement of any such notice, which consent shall not be unreasonably withheld, conditioned or delayed. If the notice of an audit, or administrative, judicial or other proceeding relating to Taxes relates to a Straddle Period the liable Party or Parties and responsible Party or Parties shall be entitled to jointly challenge the proceeding referenced in the notice. The liable Party or Parties and responsible Party or Parties shall control any audits, disputes, administrative, judicial or other proceedings and incidents to such amounts) challenge and to employ counsel of their choice. The Parties shall make any additional payment not consent to the settlement of such proceeding without each liable and responsible Party’s written consent, which consent shall not be unreasonably withheld, conditioned, or refund so that the correct prorated amount is paid by each of Buyer and Sellerdelayed.

Tax Apportionment. (a) All property or ad valorem Taxes (other than Transfer Taxes) imposed upon or assessed directly against for the Transferred Assets (current year, including but not limited to Taxes on real estate Taxesestate, fixtures, personal property and inventory, shall be prorated between Buyer, on the one hand, and the Sellers, on the other hand, as provided herein. The Sellers shall be responsible for all such Taxes and similar Taxes) payable with respect to the Transferred Properties for all taxable periods ending prior to the Closing Date. Buyer shall be responsible for the tax period in which payment of all such Taxes payable for all taxable periods beginning on or subsequent to the Closing occurs (the “Proration Period”) will be apportioned and prorated between Seller and Buyer as of Date. As to any taxable period beginning before the Closing Date with Buyer bearing and ending on or after the expense of Buyer’s proportionate share Closing Date (a “Straddle Period”), all such Taxes shall be prorated by allocating to the period before the Closing Date the amount of such Taxes for the entire taxable period multiplied by a fraction the numerator of which shall be (i) is the number of calendar days in the case of property, ad valorem, and other similar Taxes, equal taxable period ending on the day immediately prior to the product obtained by multiplying (A) a fraction, the numerator being the amount of the Taxes Closing Date and the denominator being of which is the total number of calendar days in the Proration Period, multiplied by (B) entire taxable period. The Sellers shall be responsible for any such Taxes payable with respect to the number Transferred Properties allocated to the portion of days in the Proration Period following taxable period ending on the day immediately prior to the Closing Date, and Seller Buyer shall bear be responsible for any other such Taxes. If Taxes are prorated and based on an estimate of the remaining portion of such Taxes and (ii) in the case of other current period Taxes, computed as if there shall be a final settlement between Buyer and the applicable tax period ended at the close of business Sellers based on the Closing Dateactual Taxes due for the taxable period. If the precise amount of any such Tax cannot Any refunds or rebates that may be ascertained on the Closing Date, apportionment and proration shall be computed on the basis of the amount payable for each respective item during the tax period immediately preceding the Proration Period and any proration shall be adjusted thereafter on the basis of the actual charges for such items in the Proration Period. When the actual amounts become known, such proration shall be recalculated by Xxxxx and Seller, and Buyer or Seller, as the case may be, promptly (but not later than fifteen (15) days after notice of payment due and delivery of reasonable supporting documentation received with respect to such amounts) shall make any additional payment or refund so that the correct prorated amount is paid by each of Buyer and Seller.Taxes referenced in this

Tax Apportionment. Any real property, personal property, or similar Taxes that are applicable to the Acquired Assets, the Business, the Assumed Liabilities, or the Excluded Liabilities described in clause (i) of the definition thereof (other than Transfer Taxes) imposed upon or assessed directly against the Transferred Assets (including real estate Taxes, personal property Taxes and similar Taxes) for the tax a taxable period in which the Closing occurs (the “Proration Period”) will be apportioned and prorated between Seller and Buyer as of that includes but does not end on the Closing Date with Buyer bearing the expense of Buyer’s proportionate share of such Taxes which shall be (i) in the case of property, ad valorem, and other similar Taxes, equal apportioned to the product obtained by multiplying (A) a fraction, the numerator being the amount of the Taxes and the denominator being the total number of days in the Proration Period, multiplied by (B) Pre-Closing Tax Period based on the number of days in the Proration Period following portion of such taxable period that ends on and includes the Closing Date, divided by the number of days in the entire taxable period (the “Pre-Closing Apportioned Taxes,” and Seller shall bear the remaining portion of Taxes for such Taxes and taxable period, the “Post-Closing Apportioned Taxes”). At least five (ii5) in the case of other Taxes, computed as if the applicable tax period ended at the close of business on the Closing Date. If the precise amount of any such Tax cannot be ascertained on days prior to the Closing Date, apportionment Sellers shall deliver an estimate (the “Tax Apportionment Estimate”) of the Pre-Closing Apportioned Taxes and proration Post-Closing Apportioned Taxes, along with reasonable support therefore, based on amounts reported on the most recent Tax Returns prepared and/or filed by Sellers relating to such Taxes. The Tax Apportionment Estimate shall be computed on subject to Purchaser’s review and if Purchaser reasonably disputes any amount therein, the basis of parties shall work in good faith to resolve such disputes before the Closing. At the Closing, if a positive number, the Sellers shall pay to the Purchaser an amount (the “Tax Apportionment Amount”) equal to the difference between: (i) any such Pre-Closing Apportioned Taxes that are to be payable for by the Purchaser, minus (ii) any such Post-Closing Apportioned Taxes that are to be payable by the Sellers. If the Tax Apportionment Amount is a negative number, then the Purchaser shall pay to the Sellers the positive difference at the Closing. In each respective item during the tax period immediately preceding the Proration Period and any proration case, such payments shall be adjusted thereafter on adjustments to the basis of the actual charges Closing Date Payment, and for such items in the Proration Period. When the actual amounts become knownall applicable Tax purposes, such proration shall be recalculated by Xxxxx treated as adjustments to the Purchase Price hereunder. Such payments shall be in full and Seller, final satisfaction of any obligations between the Purchaser and Buyer or Seller, as the case may be, promptly (but not later than fifteen (15) days after notice of payment due and delivery of reasonable supporting documentation Sellers with respect to such amountsTaxes for any Straddle Period (other than in respect of Transfer Taxes, which shall be governed by Section 9.1), including in respect of Section 1.3(c) shall make any additional payment or refund so that the correct prorated amount is paid by each of Buyer and SellerSection 1.4(i).

Tax Apportionment. Taxes (other than Transfer Taxesa) imposed upon or assessed directly against the Transferred Assets (including real estate TaxesWith respect to Purchaser 1, personal property Taxes and similar Taxes) for the tax period in which the Closing occurs (the “Proration Period”) will be apportioned and prorated between Seller and Buyer as of the Closing Date with Buyer bearing the expense of Buyer’s proportionate share of such Taxes which shall be (i) in the case of property, any ad valorem, and other property or similar Taxes, equal to Taxes associated with the product obtained by multiplying (A) P1 Transferred Assets shall be prorated on a fraction, the numerator being the amount of the Taxes and the denominator being the total number of days in the Proration Period, multiplied by (B) the number of days in the Proration Period following the Closing Date, and Seller shall bear the remaining portion of such Taxes and (ii) in the case of other Taxes, computed as if the applicable tax period ended at per diem basis through the close of business on the Closing Date. Such ad valorem, property or similar Taxes apportioned to the period (or portion thereof) ending on or prior to the close of business on the Closing Date shall be borne by Seller and such Taxes apportioned to the period (or portion thereof) beginning on or after the close of business on the Closing Date shall be borne by Purchaser 1. The Cash Consideration shall be increased or decreased as required to effectuate the resulting amount required to be borne by Seller or Purchaser 1. With respect to Taxes described in this Section 2.9(a), Seller shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Purchaser 1 shall prepare and file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the precise amount appropriate Taxing Authority payment for Taxes, which are subject to pro ration under this Section 2.9(a), and such payment includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes to the extent that such Taxes are not reflected in the Cash Consideration calculation. (b) With respect to Purchaser 2, any such Tax cannot ad valorem, property or similar Taxes associated with the P2 Transferred Assets shall be ascertained prorated on a per diem basis through the close of business on the Closing Date. Such ad valorem, apportionment and proration property or similar Taxes apportioned to the period (or portion thereof) ending on or prior to the close of business on the Closing Date shall be computed borne by Seller and such Taxes apportioned to the period (or portion thereof) beginning on or after the close of business on the basis of the amount payable for each respective item during the tax period immediately preceding the Proration Period and any proration Closing Date shall be adjusted thereafter on the basis of the actual charges for such items in the Proration Periodborne by Purchaser 2. When the actual amounts become known, such proration The Cash Consideration shall be recalculated increased or decreased as required to effectuate the resulting amount required to be borne by Xxxxx and SellerSeller or Purchaser 2. With respect to Taxes described in this Section 2.9(b), and Buyer or Seller, as Seller shall timely file all Tax Returns due before the case may be, promptly (but not later than fifteen (15) days after notice of payment due and delivery of reasonable supporting documentation Closing Date with respect to such amounts) Taxes and Purchaser 2 shall make any additional prepare and file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment or refund so for Taxes, which are subject to pro ration under this Section 2.9(b), and such payment includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes to the extent that such Taxes are not reflected in the correct prorated amount is paid by each of Buyer and SellerCash Consideration calculation.