Tax Prorations. Notwithstanding any other provision in this Agreement, as to the System and other Acquired Assets acquired by Buyer, Seller and Buyer shall apportion the liability for real and personal property taxes, ad valorem taxes, franchise fees or taxes or other similar periodic Taxes (“Periodic Taxes”) for all Tax periods including but not beginning or ending on the Closing Date (all such periods of time being hereinafter called “Proration Periods”). The Periodic Taxes described in this Section 14.5 shall be apportioned between Seller and Buyer as of the Closing Date, with Buyer liable for that portion of the Periodic Taxes equal to the Periodic Tax for the Proration Period multiplied by a fraction, the numerator of which is the number of days remaining in the Proration Period including and after the Closing Date, and the denominator of which is the total number of days covered by the Proration Period. Seller shall be liable for that portion of the Periodic Taxes for the Proration Period for which Buyer is not liable under the preceding sentence. Buyer and Seller shall pay or be reimbursed for real and personal property taxes (including instances in which such property taxes have been paid before the Closing Date) on this prorated basis. If a payment on a tax xxxx is due after the Closing, the Party that is legally required to make such payment shall make such payment and promptly forward an invoice to the other Party for its pro rata share, if any. If the other Party does not pay the invoice within 30 calendar days of receipt, the amount of such payment shall bear interest at the rate of 6% per annum. The Party responsible for paying a Tax described in this Section 14.5 shall be responsible for administering the payment of (and any reimbursement for) such Tax. For purposes of this Section 14.5, the Proration Period for ad valorem taxes and real and personal property taxes shall be the fiscal period for which such taxes were assessed by the Tax jurisdiction.
Tax Prorations. All taxes and assessments (including pending assessments if the related improvement is substantially completed as of the Closing Date), whether payable in installments or not, for the year of closing will be prorated to the Closing Date based on the latest available tax rate and assessment valuation (with the parties signing a proration agreement as to adjustments when actual taxes are known).
Tax Prorations. Real and personal property taxes for the Properties shall be prorated between Buyers and Sellers as of the Effective Date. If the actual taxes are not known on the Closing Date, Sellers’ share of such taxes shall be determined by using (a) the rates and millage for the year prior to the year in which the Closing occurs, with appropriate adjustments for any known and verifiable changes thereto, and (b) the assessed values for the year in which Closing occurs. When Buyers receive the actual tax statements for the Properties from the appropriate taxing authorities, Buyers shall deliver to Sellers a copy of such statements, together with the amount, if any, by which Sellers’ proration exceeds the proration that would have been made had actual tax statements been used to calculate Sellers’ proration. If the proration for Sellers that would have been made using actual tax statements exceeds that made at Closing, Sellers shall pay to Buyers such difference within three Business Days of receipt of such statement.
Tax Prorations. Real and personal property taxes for the Gas --------------- Properties shall be prorated between Buyer and Seller as of the Effective Date. If the actual taxes are not known on the Closing Date, Seller's share of such taxes shall be determined by using (a) the rates and millage for the year prior to the year in which the Closing occurs, with appropriate adjustments for any known and verifiable changes thereto, and (b) the assessed values for the year in which Closing occurs. When Buyer receives the actual tax statements for the Gas Properties from the appropriate taxing authorities, Buyer shall deliver to Seller a copy of such statements, together with the amount, if any, by which Seller's proration exceeds the proration that would have been made had actual tax statements been used to calculate Seller's proration. If the proration for Seller that would have been made using actual tax statements exceeds that made at Closing, Seller shall pay to Buyer such difference within twenty Business Days of receipt of such statement.
Tax Prorations. Real estate taxes and personal property taxes, and other assessments payable in installments (including, without limitation, municipal improvement liens), assessed against or imposed with respect to the Golf Course shall be prorated as of 12:01 a.m. on the Closing Date (the "Proration Time"). If the exact amount of any taxes or assessments is not known on or prior to the Closing Date, the proration will be based on the prior year's taxes and shall be adjusted after the Closing Date between Tenant and Purchaser once actual figures become available, as provided in SUBSECTION (k) below. As between Tenant and Purchaser, Tenant shall be responsible for all such taxes and assessments accruing prior to the Proration Time, and Purchaser shall be responsible for all such taxes and assessments accruing from and after the Proration Time.
Tax Prorations. Real estate taxes and special assessments on the Property which have become delinquent will be paid for by Seller. All current real estate taxes will be prorated on a due date basis at closing. Purchaser will pay for the real estate transfer tax imposed on the transfer of title to the Property.
Tax Prorations. (i) Real estate and personal property ad valorem taxes, if any, for the calendar year in which Closing occurs (except for any rollback taxes, which shall be paid in accordance with Section 8(e)(ii) below) shall be prorated as of the Closing Date based on the most recently available tax bills. In the event that the actual taxes for the year differ from the basis for the proration, the parties shall promptly make the appropriate adjustment.
(ii) In the event the Property is currently taxed at the agricultural rate, Purchaser shall be responsible for any and all rollback taxes applicable to the Property
(iii) The provisions of this Section 8(e) shall survive Closing.
Tax Prorations. Because the Lease is a net lease, there shall be no proration of any standby fees, taxes and assessments for the Property for the year of the Closing.
Tax Prorations. Seller will timely pay all Taxes arising out of the ownership, use and sale of the Transferred Assets with respect to transactions or events occurring or periods (or portions thereof) ending on the day prior to the Effective Date. Buyer will timely pay all Taxes arising out of the ownership of the Transferred Assets with respect to transactions or events occurring or periods (or portions thereof) beginning on or after the Effective Date, other than as set forth in Section 6.12(a) above. In the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the day prior to the Effective Date, the portion of such Tax which relates to the portion of such taxable period ending on the day prior to the Effective Date will (i) in the case of any personal property, real property or similar ad valorem taxes, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the day prior to the Effective Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any other Taxes, shall be deemed equal to the amount which would be payable if the relevant taxable period ended on the day prior to the Effective Date.
Tax Prorations. Section 6.4(b) of the Asset Purchase Agreement shall be amended to provide that real estate taxes for the Sites Under Contract for Sale shall not be prorated at Closing. Purchaser and Seller acknowledge that the Sale Contracts for the Sites Under Contract for Sale provide (i) the purchasers under such contracts are responsible for the payment of all real estate taxes and assessments, and (ii) the purchasers pay to Seller a monthly tax escrow which is held by Seller and used to pay real estate tax bills when due (the “Tax Escrow”). The outstanding balances in the Tax Escrow for each of the Sites Under Contract for Sale is set forth and identified on Schedule 15 (the “Tax Escrow Balance”). Seller shall pay the Tax Escrow Balance to Purchaser at Closing.
