Common use of Tax Apportionment Clause in Contracts

Tax Apportionment. Except for Conveyance Taxes (the entirety of which shall be divided between the Buyer and Seller, as provided above), all real property Taxes, personal property Taxes, and similar ad valorem obligations levied with respect to the Target Equity or Target Entities (if any) for a taxable period that includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) shall be apportioned between the Seller, the Parent and Buyer as of the Closing Date based on the number of days of such taxable period ending on and including the Closing Date (“Pre-Closing Apportioned Period”) and the number of days of such taxable period beginning the day after the Closing Date through the end of such taxable period (the “Post-Closing Apportioned Period”). The Seller shall be liable for the proportionate amount of Apportioned Obligations that is attributable to the Pre-Closing Apportioned Period. The Parent and Buyer shall be liable for proportionate amount of the Apportioned Obligations that is attributable to the Post-Closing Apportioned Period.

Tax Apportionment. Except for Conveyance Taxes (the entirety of which shall be divided between the Buyer and borne by Seller, as provided above), all real property Taxes, personal property Taxes, and similar ad valorem obligations levied with respect to the Target Equity or Target Entities (if any) for a taxable period that includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) shall be apportioned between the Seller, the Parent and Buyer as of the Closing Date based on the number of days of such taxable period ending on and including the Closing Date (“Pre-Closing Apportioned Period”) and the number of days of such taxable period beginning the day after the Closing Date through the end of such taxable period (the “Post-Closing Apportioned Period”). The Seller Seller’s creditors and shareholders shall be liable for the proportionate amount of Apportioned Obligations that is attributable to the Pre-Closing Apportioned Period. The Parent and Buyer shall be liable for proportionate amount of the Apportioned Obligations that is attributable to the Post-Closing Apportioned Period.

Tax Apportionment. Except for Conveyance Taxes (the entirety of which shall be divided between the Buyer and Seller, as provided aboveresponsibility of Purchaser), all real property Taxes, personal property Taxes, and similar ad valorem obligations levied with respect to the Target Equity or Target Entities (if any) Transferred Assets for a taxable period that includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) shall be apportioned between the Seller, the Parent Seller and Buyer Purchaser as of the Closing Date based on the number of days of such taxable period ending on and including the Closing Date (“Pre-Closing Apportioned Period”) and the number of days of such taxable period beginning the day after the Closing Date through the end of such taxable period (the “Post-Closing Apportioned Period”). The Seller shall be liable for the proportionate amount of Apportioned Obligations that is attributable to the Pre-Closing Apportioned Period. The Parent and Buyer Purchaser shall be liable for proportionate amount of the Apportioned Obligations that is attributable to the Post-Closing Apportioned Period.

Tax Apportionment. Except for Conveyance Transfer Taxes (the entirety of which shall be divided between the Buyer and Seller, as provided aboveare addressed in Section 6.1(b)), all real property Taxes, personal property Taxes, Taxes and similar ad valorem obligations levied with respect to the Target Equity or Target Entities (if any) Assets for a taxable period that includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) shall be apportioned between the Seller, the Parent Sellers and Buyer as of the Closing Date based on the number of days of such taxable period ending on and including prior the Closing Date (“Pre-Closing Apportioned Period”) and the number of days of such taxable period beginning the day after on the Closing Date through the end of such taxable period (the “Post-Closing Apportioned Period”). The Seller Notwithstanding the foregoing, all Taxes based on income, receipts and payments shall be apportioned between Sellers and Buyer based on a “closing of the books” methodology. Sellers shall be liable for the proportionate amount of the Apportioned Obligations that is attributable to the Pre-Closing Apportioned PeriodPeriod (the “Pre-Closing Apportioned Obligations”). The Parent and Buyer shall be liable for the proportionate amount of the Apportioned Obligations that is attributable to the Post-Closing Apportioned PeriodPeriod ("Post-Closing Apportioned Obligations"). To the extent Sellers are responsible hereunder for a Pre-Closing Apportioned Obligation (other than those taken into account in determining the Adjustment Amount) that Buyer is required to pay under applicable Legal Requirements, Sellers shall promptly pay such amount to such Buyer upon such Buyer's request.