Common use of Tax Prorations Clause in Contracts

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. Notwithstanding any other provision in this Agreement, as to the System Systems 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 applicable 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 applicable 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 applicable Proration Period including and after the applicable Closing Date, and the denominator of which is the total number of days covered by the such Proration Period. Seller shall be liable for that portion of the Periodic Taxes for the a 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 applicable Closing Date) on this prorated basis. If a payment on a tax xxxx is due after the applicable Closing, the Party that is legally required to make such payment shall make such payment and promptly forward an invoice to the other Party 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. 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 property taxes, personal property taxes, ad valorem taxes, franchise fees or taxes or and other similar periodic Taxes charges (“"Periodic Taxes”") for all Tax taxable periods including but not beginning or ending on the each Closing Date (all such periods of time being hereinafter called “"Proration Periods”"). The Periodic Taxes described in this Section SECTION 14.5 shall be apportioned between Seller and Buyer as of the each applicable 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 applicable Proration Period including and after the such Closing Date, and the denominator of which is the total number of days covered by the such Proration Period. Seller shall be liable for that portion of the Periodic Taxes for the a 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 Periodic Taxes (including instances in which such property taxes Taxes have been paid before the Closing Date) on this prorated basis. If a payment on a tax xxxx with respect to a Periodic Tax 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 party for its pro rata share, if any. If the other Party does not pay the invoice within 30 thirty (30) calendar days of receipt, the amount of such payment shall bear interest at the rate of 6% eight percent (8%) per annum. The Party legally 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 14.5Section, the Proration Period for real property taxes, ad valorem taxes and real and personal property taxes shall be the fiscal period for which such taxes Taxes were assessed by the Tax taxing jurisdiction.

Tax Prorations. Notwithstanding any other provision in this Agreement, as to Ad valorem taxes for the System Properties and other Acquired Assets acquired by Buyer, Seller and Buyer shall apportion the liability for real Improvements and personal property taxes, taxes for personal property included in the Assets shall be prorated as of 12:01 a.m. on the Contribution Date based on (where ad valorem taxestaxes are paid in arrears and the assessed value for the current tax year is unknown) the application of the preceding year’s rates to the latest assessed valuation or statements issued to Centex for the current year’s assessment, franchise fees if available, with Centex being responsible for the period prior to such time, and the Company on behalf of the Transferred Affiliates being responsible for the period from and after such time. For any Property where ad valorem taxes are paid in advance or the assessed value for the current year is known, the proration mechanism will be adjusted accordingly in accordance with industry practice in the locality in which the Property is located. Centex shall be responsible for real estate taxes or other similar periodic Taxes (“Periodic Taxes”) for all Tax periods including but not beginning or ending on the Closing Properties that are payable with respect to the years prior to the year in which the Contribution Date (all occurs, including such periods of time being hereinafter called “Proration Periods”)taxes which are payable in arrears and/or are not yet due and payable. The Periodic Taxes described in this Section 14.5 shall be apportioned between Seller and Buyer Company acknowledges that as of the Closing Dateproration time, with Buyer liable the Properties may not have been assessed as separately described parcels of real estate and that real property taxes for such Properties might be assessed under a tax xxxx in the name of Centex which covers additional property. If that is the case, the Company on behalf of the Transferred Subsidiaries shall be responsible for that portion of the Periodic Taxes equal to tax determined by multiplying the Periodic Tax for the Proration Period multiplied total tax xxxx by a fraction, the numerator of which is shall be the number acreage of days remaining in the Proration Period including and after the Closing Date, applicable Property and the denominator of which is shall be the total number acreage of days all property covered by the Proration Periodtax xxxx, and then prorating the product of such multiplication as of such proration time. Seller shall be liable for that The Company agrees to pay to Centex on behalf of the Transferred Subsidiary at the Closing the Transferred Subsidiary’s portion of the Periodic Taxes tax xxxx for the Proration Period for which Buyer is not liable under applicable Property. Centex agrees to pay 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 entire tax xxxx before the Closing Date) on this prorated basisit becomes delinquent. If real estate taxes for the year covered by the apportionment are later determined to be higher or lower than those that are apportioned, 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 post-Closing adjustment shall be responsible for administering made between Centex and the payment Company on behalf of the Transferred Subsidiary within ten (and any reimbursement for10) such Tax. For purposes days after receipt of this Section 14.5, notice of 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 jurisdictionactual tax xxxx.

Tax Prorations. Notwithstanding As to any other provision in this Agreement, as to the System and other Acquired Purchased Assets acquired by BuyerPurchaser, Seller Sellers and Buyer Purchaser shall apportion the liability for real and personal property taxes, ad valorem taxes, franchise fees or taxes or and other similar Taxes imposed on a periodic Taxes basis and measured by the level of any item (“Periodic Taxes”) for all Tax periods including but not beginning or ending on the Closing Date (all such periods of time being hereinafter called the “Proration Periods”). The Periodic Taxes described in this Section 14.5 10.2 shall be apportioned between Seller Sellers and Buyer Purchaser as of the Closing Date, with Buyer Purchaser 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 such Proration Period. Seller Sellers shall be liable for that portion of the Periodic Taxes for the Proration Period for which Buyer Purchaser is not liable under the preceding sentence. Buyer Purchaser and Seller Sellers shall pay or be reimbursed for real and personal property taxes Periodic Taxes (including instances in which such property taxes 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 party that is legally required to make such payment shall make such payment and promptly forward an invoice to the other Party party for its pro rata share, if any. If the other Party 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.58

Tax Prorations. Notwithstanding any other provision in this Agreement(i) Any real property, as personal property, or similar Taxes applicable to the System Crackle Contributed Assets and other Acquired Assets acquired by Buyer, Seller and Buyer shall apportion the liability Crackle Assumed Liabilities 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 a taxable period that includes but does not beginning or ending end on the Closing Date (all shall be paid by Crackle or the JV Entity, as applicable, and such periods of time being hereinafter called “Proration Periods”). The Periodic Taxes described in this Section 14.5 shall be apportioned between Seller Crackle 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 JV Entity based on the number of days remaining in the Proration Period including portion of the taxable period that ends on and includes the Closing Date (the “Crackle Pre-Closing Apportioned Taxes”) and the number of days in the entire taxable period. Crackle shall pay to the JV Entity an amount equal to any such Taxes payable by the JV Entity which are attributable to the Crackle Pre-Closing Apportioned Taxes, and the JV Entity shall pay to Crackle an amount equal to any such Taxes payable by Crackle which are not attributable to the Crackle Pre-Closing Apportioned Taxes. Such payments shall be made on or prior to the Closing Date or, if later, on the date such Taxes are due (or thereafter, promptly after request by the JV Entity or Crackle if such Taxes are not identified by the JV Entity or Crackle on or prior to the Closing Date). (ii) Any real property, personal property, or similar Taxes applicable to the CSSE Contributed Assets and the CSSE Assumed Liabilities for a taxable period that includes but does not end on the Closing Date shall be paid by CSSE or the JV Entity, as applicable, and such Taxes shall be apportioned between CSSE and the JV Entity based on the number of days in the portion of the taxable period that ends on and includes the Closing Date (the “CSSE Pre-Closing Apportioned Taxes”) and the number of days in the entire taxable period. CSSE shall pay to the JV Entity an amount equal to any such Taxes payable by the JV Entity which are attributable to the CSSE Pre-Closing Apportioned Taxes, and the denominator of JV Entity shall pay to CSSE an amount equal to any such Taxes payable by CSSE which is are not attributable to the total number of days covered CSSE Pre-Closing Apportioned Taxes. Such payments shall be made on or prior to the Closing Date or, if later, on the date such Taxes are due (or thereafter, promptly after request by the Proration Period. Seller shall be liable for that portion of JV Entity or CSSE if such Taxes are not identified by the Periodic Taxes for the Proration Period for which Buyer is not liable under the preceding sentence. Buyer and Seller shall pay JV Entity or be reimbursed for real and personal property taxes (including instances in which such property taxes have been paid before CSSE on or prior to 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. Notwithstanding As to any other provision in this Agreement, as to the System and other Acquired Purchased Assets acquired by BuyerPurchaser, Seller Sellers and Buyer Purchaser shall apportion the liability for real and personal property taxes, ad valorem taxes, franchise fees or taxes or and other similar Taxes imposed on a periodic Taxes basis and measured by the level of any item (“Periodic Taxes”) for all Tax periods including but not beginning or ending on the Closing Date (all such periods of time being hereinafter called the “Proration Periods”). The Periodic Taxes described in this Section 14.5 10.2 shall be apportioned between Seller Sellers and Buyer Purchaser as of the Closing Date, with Buyer Purchaser 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 such Proration Period. Seller Sellers shall be liable for that portion of the Periodic Taxes for the Proration Period for which Buyer Purchaser is not liable under the preceding sentence. Buyer Purchaser and Seller Sellers shall pay or be reimbursed for real and personal property taxes Periodic Taxes (including instances in which such property taxes 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 party that is legally required to make such payment shall make such payment and promptly forward an invoice to the other Party party for its pro rata share, if any. If the other Party 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 party responsible for paying a Tax tax described in this Section 14.5 10.2 shall be responsible for administering the payment of (and any reimbursement for) such Tax. For purposes of this Section 14.510.2, the Proration Period for ad valorem taxes and real and personal property taxes Periodic Taxes shall be the fiscal period for which such taxes Taxes were assessed by the relevant Tax jurisdiction. Notwithstanding anything to the contrary contained herein, Purchaser shall be solely responsible for, promptly pay, and indemnify Sellers from and against, any and all assessments of taxes for the year in which Closing occurs, for all subsequent years and for prior years, in each case, due to change in land usage.

Tax Prorations. Notwithstanding any other provision in this Agreement, as (i) Any Taxes applicable to the System Vinco Ventures Contributed Assets and other Acquired Assets acquired by Buyer, Seller and Buyer shall apportion the liability Vinco Ventures Assumed Liabilities 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 a taxable period that includes but does not beginning or ending end on the Closing Date (all shall be paid by Vinco Ventures or the Company, as applicable, and such periods of time being hereinafter called “Proration Periods”). The Periodic Taxes described in this Section 14.5 shall be apportioned between Seller Vinco Ventures 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 Company based on the number of days remaining in the Proration Period including portion of the taxable period that ends on and includes the Closing Date (the “Vinco Ventures Pre- Closing Apportioned Taxes”) and the number of days in the entire taxable period. Vinco Ventures shall pay to the Company an amount equal to any such Taxes payable by the Company which are attributable to the Vinco Ventures Pre-Closing Apportioned Taxes, and the Company shall pay to Vinco Ventures an amount equal to any such Taxes payable by Vinco Ventures which are not attributable to the Vinco Ventures Pre-Closing Apportioned Taxes. Such payments shall be made on or prior to the Closing Date or, if later, on the date such Taxes are due (or thereafter, promptly after request by the Company or Vinco Ventures if such Taxes are not identified by the Company or Vinco Ventures on or prior to the Closing Date). (ii) Any Taxes applicable to the ZASH Contributed Assets and the ZASH Assumed Liabilities for a taxable period that includes but does not end on the Closing Date shall be paid by ZASH or the Company, as applicable, and such Taxes shall be apportioned between ZASH and the Company based on the number of days in the portion of the taxable period that ends on and includes the Closing Date (the “ZASH Pre-Closing Apportioned Taxes”) and the number of days in the entire taxable period. ZASH shall pay to the Company an amount equal to any such Taxes payable by the Company which are attributable to the ZASH Pre-Closing Apportioned Taxes, and the denominator of Company shall pay to ZASH an amount equal to any such Taxes payable by ZASH which is are not attributable to the total number of days covered ZASH Pre-Closing Apportioned Taxes. Such payments shall be made on or prior to the Closing Date or, if later, on the date such Taxes are due (or thereafter, promptly after request by the Proration Period. Seller shall be liable for that portion of Company or ZASH if such Taxes are not identified by the Periodic Taxes for the Proration Period for which Buyer is not liable under the preceding sentence. Buyer and Seller shall pay Company or be reimbursed for real and personal property taxes (including instances in which such property taxes have been paid before ZASH on or prior to 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. Notwithstanding As to any other provision in this Agreement, as to the System and other Acquired Purchased Assets acquired by BuyerPurchaser, Seller Sellers and Buyer Purchaser shall apportion the liability for real and personal property taxes, ad valorem taxes, franchise fees or taxes or and other similar Taxes imposed on a periodic Taxes basis and measured by the level of any item (“Periodic Taxes”) for all Tax periods including but not beginning or ending on the Closing Date (all such periods of time being hereinafter called the “Proration Periods”). The Periodic Taxes described in this Section 14.5 9.2 shall be apportioned between Seller Sellers and Buyer Purchaser as of the Closing Date, with Buyer Purchaser liable for that portion of the Periodic Taxes equal to the Periodic Tax for the Proration Period multiplied by a fraction, the Table of Contents 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 such Proration Period. Seller Sellers shall be liable for that portion of the Periodic Taxes for the Proration Period for which Buyer Purchaser is not liable under the preceding sentence. Buyer Purchaser and Seller Sellers shall pay or be reimbursed for real and personal property taxes Periodic Taxes (including instances in which such property taxes 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 party that is legally required to make such payment shall make such payment and promptly forward an invoice to the other Party party for its pro rata share, if any. If the other Party 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 party responsible for paying a Tax tax described in this Section 14.5 9.2 shall be responsible for administering the payment of (and any reimbursement for) such Tax. For purposes of this Section 14.59.2, the Proration Period for ad valorem taxes and real and personal property taxes Periodic Taxes shall be the fiscal period for which such taxes Taxes were assessed by the relevant Tax jurisdiction. Notwithstanding anything to the contrary contained herein, Purchaser shall be solely responsible for, promptly pay, and indemnify Sellers from and against, any and all assessments of taxes for the year in which Closing occurs, for all subsequent years and for prior years, in each case, due to change in land usage.