Common use of Tax Apportionment Clause in Contracts

Tax Apportionment. (a) All property or ad valorem Taxes imposed on or with respect to the Purchased Assets, including Taxes on real estate, fixtures, personal property and inventory, shall be prorated between Buyer, on the one hand, and Sellers, on the other hand, as provided herein. Sellers shall be responsible for all such Taxes payable with respect to the Purchased Assets for all taxable periods ending prior to the Closing Date. Buyer shall be responsible for the 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 ending on the 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 Straddle Period, 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 rebates 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.

Tax Apportionment. (a) All With respect to Purchaser 1, any ad valorem, property or ad valorem similar Taxes imposed on or associated with respect to the Purchased Assets, including Taxes on real estate, fixtures, personal property and inventory, P1 Transferred Assets shall be prorated between Buyer, on a per diem basis through the one hand, and Sellers, close of business on the other hand, as provided herein. Sellers shall be responsible for all such Taxes payable with respect to the Purchased Assets for all taxable periods ending prior to the Closing Date. Buyer 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 responsible for the payment of all borne by Seller and such Taxes payable for all taxable periods apportioned to the period (or portion thereof) beginning on or subsequent 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 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 ad valorem, property or similar Taxes associated with the P2 Transferred Assets shall be prorated on a per diem basis through the close of business on the Closing Date. As Such ad valorem, property or similar Taxes apportioned to any taxable 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 2. The Cash Consideration shall be increased or decreased as required to effectuate the resulting amount required to be borne by Seller or Purchaser 2. With respect to Taxes described in this Section 2.9(b), Seller shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and ending on or Purchaser 2 shall prepare and file all Tax Returns due after the Closing Date (a “Straddle Period”with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to pro ration under this Section 2.9(b), all and such Taxes payment includes the other party's share of such Taxes, such other party shall be prorated by allocating to promptly reimburse the period ending on the day immediately prior to the Closing Date (the “Pre-Closing Portion”) the amount remitting party for its share of such Taxes for to the entire taxable period multiplied by a fraction the numerator of which is the number of calendar days extent that such Taxes are not reflected 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 Straddle Period, 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 rebates 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 rebateCash Consideration calculation.

Tax Apportionment. (a) All property Any real property, personal property, or ad valorem similar Taxes imposed on or with respect that are applicable to the Purchased Acquired Assets, including Taxes the Business, the Assumed Liabilities, or the Excluded Liabilities described in clause (i) of the definition thereof (other than Transfer Taxes) for a taxable period that includes but does not end on real estate, fixtures, personal property and inventory, the Closing Date shall be prorated between Buyer, apportioned to the Pre- Closing Tax Period based on the one hand, number of days in the portion of such taxable period that ends on and Sellers, on the other hand, as provided herein. Sellers shall be responsible for all such Taxes payable with respect to the Purchased Assets for all taxable periods ending prior to includes the Closing Date. Buyer shall be responsible for , divided by the payment number of all such Taxes payable for all taxable periods beginning on or subsequent to days in the Closing Date. As to any entire 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 ending on the day immediately prior to the Closing Date (the “Pre-Closing Portion”) Apportioned Taxes,” and the amount of such remaining Taxes for such taxable period, the entire taxable period multiplied by a fraction the numerator of which is the number of calendar “Post- Closing Apportioned Taxes”). At least five (5) 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. Date, Sellers shall be responsible for any such Taxes payable with respect to deliver an estimate (the Purchased Assets with respect to “Tax Apportionment Estimate”) of the Pre-Closing Portion of Apportioned Taxes and Post-Closing Apportioned Taxes, along with reasonable support therefore, based on amounts reported on the Straddle Period, and Buyer most recent Tax Returns prepared and/or filed by Sellers relating to such Taxes. The Tax Apportionment Estimate shall be responsible for all other subject to Purchaser’s review and if Purchaser reasonably disputes any amount therein, the parties shall work in good faith to resolve such Taxes for disputes before the relevant Straddle PeriodClosing. At the Closing, Buyer and if a positive number, the Sellers shall prorate pay to the property and ad valorem Purchaser an amount (the “Tax Apportionment Amount”) equal to the difference between: (i) any such Pre-Closing Apportioned Taxes respecting that are to be payable by the Purchased Assets for Purchaser, minus (ii) any Straddle Period based on such Post-Closing Apportioned Taxes that are to be payable by the most recent Sellers. If the Tax year for which Apportionment Amount is a negative number, then the Purchaser shall pay to the Sellers the positive difference at the Closing. In each case, such Tax information is availablepayments shall be adjustments to the Closing Date Payment, and any credit to Buyer resulting from such pro ration for all applicable Tax purposes, 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 be treated as adjustments to the Purchase Price at Closing, there hereunder. Such payments shall after Closing be a in full and final settlement satisfaction of any obligations between Buyer the Purchaser and Sellers based on the actual property and ad valorem Taxes due for the Straddle Period. Any refunds or rebates that may be received with respect to the Taxes referenced for any Straddle Period (other than in this Section 7.02(a) respect of Transfer Taxes, which shall be prorated between Buyer governed by Section 9.1), including in respect of Section 1.3(c) 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 rebateSection 1.4(i).

Tax Apportionment. (a) All property Any real property, personal property, or ad valorem similar Taxes imposed on or with respect that are applicable to the Purchased Acquired Assets, including Taxes the Business, the Assumed Liabilities, or the Excluded Liabilities described in clause (i) of the definition thereof (other than Transfer Taxes) for a taxable period that includes but does not end on real estate, fixtures, personal property and inventory, the Closing Date shall be prorated between Buyer, apportioned to the Pre-Closing Tax Period based on the one hand, number of days in the portion of such taxable period that ends on and Sellers, on the other hand, as provided herein. Sellers shall be responsible for all such Taxes payable with respect to the Purchased Assets for all taxable periods ending prior to includes the Closing Date. Buyer shall be responsible for , divided by the payment number of all such Taxes payable for all taxable periods beginning on or subsequent to days in the Closing Date. As to any entire 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 ending on the day immediately prior to the Closing Date (the “Pre-Closing Portion”) Apportioned Taxes,” and the amount of such remaining Taxes for such taxable period, the entire taxable period multiplied by a fraction the numerator of which is the number of calendar “Post-Closing Apportioned Taxes”). At least five (5) 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. Date, Sellers shall be responsible for any such Taxes payable with respect to deliver an estimate (the Purchased Assets with respect to “Tax Apportionment Estimate”) of the Pre-Closing Portion of Apportioned Taxes and Post-Closing Apportioned Taxes, along with reasonable support therefore, based on amounts reported on the Straddle Period, and Buyer most recent Tax Returns prepared and/or filed by Sellers relating to such Taxes. The Tax Apportionment Estimate shall be responsible for all other subject to Purchaser’s review and if Purchaser reasonably disputes any amount therein, the parties shall work in good faith to resolve such Taxes for disputes before the relevant Straddle PeriodClosing. At the Closing, Buyer and if a positive number, the Sellers shall prorate pay to the property and ad valorem Purchaser an amount (the “Tax Apportionment Amount”) equal to the difference between: (i) any such Pre-Closing Apportioned Taxes respecting that are to be payable by the Purchased Assets for Purchaser, minus (ii) any Straddle Period based on such Post-Closing Apportioned Taxes that are to be payable by the most recent Sellers. If the Tax year for which Apportionment Amount is a negative number, then the Purchaser shall pay to the Sellers the positive difference at the Closing. In each case, such Tax information is availablepayments shall be adjustments to the Closing Date Payment, and any credit to Buyer resulting from such pro ration for all applicable Tax purposes, 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 be treated as adjustments to the Purchase Price at Closing, there hereunder. Such payments shall after Closing be a in full and final settlement satisfaction of any obligations between Buyer the Purchaser and Sellers based on the actual property and ad valorem Taxes due for the Straddle Period. Any refunds or rebates that may be received with respect to the Taxes referenced for any Straddle Period (other than in this Section 7.02(a) respect of Transfer Taxes, which shall be prorated between Buyer governed by Section 9.1), including in respect of Section 1.3(c) 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 rebateSection 1.4(i).

Tax Apportionment. Taxes (aother than Transfer Taxes) All property imposed upon or ad valorem Taxes imposed on or with respect to assessed directly against the Purchased Assets, Transferred Assets (including Taxes on real estate, fixturesestate Taxes, personal property Taxes and inventory, 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 prorated between Buyer(i) in the case of property, on the one handad valorem, and Sellersother similar Taxes, on equal to the other handproduct obtained by multiplying (A) a fraction, as provided herein. Sellers 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 be responsible for all bear the remaining portion of such Taxes payable with respect to and (ii) in the Purchased Assets for all taxable periods ending prior to case of other Taxes, computed as if the applicable tax period ended at the close of business on the Closing Date. Buyer shall If the precise amount of any such Tax cannot be responsible for the payment of all such Taxes payable for all taxable periods beginning ascertained on or subsequent to the Closing Date. As to any taxable period beginning before the Closing Date , apportionment and ending on or after the Closing Date (a “Straddle Period”), all such Taxes proration shall be prorated by allocating to the period ending computed on the day immediately prior to the Closing Date (the “Pre-Closing Portion”) 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 Taxes for the entire taxable period multiplied by a fraction the numerator of which is the number of calendar days items in the taxable period ending on Proration Period. When 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 actual amounts become known, such proration shall be responsible for any such Taxes payable 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 Purchased Assets with respect to the Pre-Closing Portion correct prorated amount is paid by each of the Straddle Period, 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 rebates 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 rebateSeller.