Taxes and Closing Costs. All transfer, sales and use taxes imposed by any governmental entity or with respect to or as the result of the Merger shall be paid by Seller and accrued prior to the Closing Date. Except as provided above and subject to Section 10.5, each party shall bear their own costs in connection with the transactions contemplated hereby.
Taxes and Closing Costs. All ad valorem taxes levied or assessed against the Property by the city, county, state or other taxing authority shall be prorated between Purchaser and Seller on the basis of the latest available tax assessments. The apportionment of taxes shall be upon the basis of the tax rate for the last preceding year (if the current years statements are not available) applied to the latest assessed valuation, and adjustments in the prorations shall be made if necessary upon receipt of the tax statements for the year of Closing, and both parties agree that payment of the amount of such adjustments shall be made within ten (10) days of receipt of such tax statements for the year of Closing. If the Property is a portion of a larger tax parcel, then the parties shall escrow at Closing their respective pro-rata share of the taxes attributable to the Property and Seller shall escrow at Closing the taxes attributable to any other property within the tax parcel. Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys and one-half of the escrow fees charged by Title Company. Seller shall pay for the costs of the following: (i) the Title Policy premiums (other than the cost of any deletions or special endorsements desired by Purchaser, which shall be paid by Purchaser); (ii) the tax certificates; (iii) the cost for Surveys, property appraisals, and environmental assessments for the properties comprising the Properties; and (iv) any other costs set forth in this Contract designated as a Seller cost. All other Closing costs shall be shared by the parties according to local custom or as otherwise set forth in this Agreement.
Taxes and Closing Costs. Seller shall be entitled to receive any income in respect of the Property and shall be obligated to pay all expenses in respect of the Property for all time periods prior to and including the day prior to the Closing Date. All ad valorem taxes levied or assessed against the Property by applicable taxing 1 Note to Seller: this Section relocated to Section 21(c). authorities, including the current installment for any assessment (special, bond, or otherwise), will be prorated between Purchaser and Seller on a "accrual basis" as of the date of Closing pursuant to the provisions of this Section 12(a). The apportionment of taxes will be upon the basis of the tax rate for the current year of Closing, provided, in the event that the current year's real estate taxes are not available as of the Closing Date, the proration shall be based upon one hundred five percent (105%) of the amount of the most recently available tax bill with Seller responsible for the payment of Taxes up to and including date of Closing, notwithstanding that taxes for the year of Closing may not be assessed until the following year. Such proration and credit at Closing shall be deemed final and not subject to reproration or other adjustment. If the Land is assessed as a part of a larger tax parcel, then taxes will be prorated based on the Land's percentage of the total land area included in the tax parcel; and adjustments in the prorations will be made if necessary upon receipt of the tax statements for the year of Closing, and both parties agree that payment of the amount of such adjustments will be made within thirty (30) days of receipt of such tax statements for the year of Closing. If the Land is assessed as a part of a larger tax parcel, Seller will pay at Closing, or deposit in escrow with Title Company, the prorata share of the taxes attributable to that portion of the tax parcel not constituting a part of the Land. Notwithstanding the foregoing, Seller will be responsible for and will indemnify Purchaser against any and all rollback taxes and other taxes assessed from and after Closing which are attributable to the period prior to Closing due to a change in land use, ownership or otherwise. If rollback taxes will be assessed, Seller will pay or escrow with Title Company an amount determined by Title Company to be sufficient for payment in full of the rollback taxes assuming a change in use at Closing. Seller and Purchaser will each be responsible for the fees and expenses of their res...
Taxes and Closing Costs. As a municipal corporation, Seller is exempt from paying ad valorem taxes. Purchaser will be responsible for paying ad valorem taxes levied or assessed against the Property by applicable taxing authorities, on a prorated three hundred sixty-five (365) day per year basis as of the date of Closing pursuant to the provisions of this Section 12(a). The apportionment of taxes will be upon the basis of the tax rate for the current year of Closing, provided, in the event that the current year’s real estate taxes are not available as of the Closing Date, the proration shall be based upon one hundred five percent (105%) of the amount of the most recently available tax bill. Such proration at Closing shall be deemed final and not subject to reproration or other adjustment. Seller and Purchaser will each be responsible for the fees and expenses of their respective attorneys and one-half of the escrow fees charged by Title Company. Seller will pay for the costs of (a) the premium for the standard coverage portion of the Title Policy. Purchaser will pay for the costs of (v) the deed transfer tax; (w) all documentary and other transfer taxes payable in connection with the recordation of the Deed; (x) all recording fees;
Taxes and Closing Costs. At the closing, Seller shall pay the State of Georgia real property transfer tax. Purchaser shall pay all other closing costs, exclusive of the fees and charges of any attorney representing Seller, but inclusive of any and all costs, charges, taxes, fees, and expenses attributable to any financing of the Unit or the purchase thereof by Purchaser. All ad valorem taxes and any other items customarily prorated (including, but not limited to, the assessment for Common Expenses of the Condominium and utilities), shall be prorated as of the date of closing. If the taxes have not been assessed at date of closing, the proration shall be based upon the assessment for the prior year and the parties shall by appropriate payment adjust the same at the time the taxes for the year of closing become known. Seller shall pay any additional taxes with respect to prior years if and when the tax digest is adjusted for prior years.
Taxes and Closing Costs. All transfer, sales and use taxes imposed by any governmental entity or with respect to or as the result of the Merger shall be paid by Seller and accrued prior to the Closing Date. Seller shall also be responsible for any of Seller's business, occupation, withholding, income or other taxes whatsoever, or any taxes of any kind, that are related to any period before the Closing Date. Except as provided above, each party shall bear its own costs in connection with the transactions contemplated hereby.
Taxes and Closing Costs. Document recording fees and other taxes arising from or relating to the sale and transfer of the Assets shall be shared equally by Sellers and the Buyer, provided, however, that Sellers shall be responsible for the payment of all local, state and federal income taxes with respect to the sale and transfer of the Assets to the Buyer. Personal property and ad valorem taxes paid or payable with respect to the Assets for the taxable year or period which includes the Closing Date shall be prorated between Sellers and the Buyer at the Closing as of the Closing Date. Sellers shall, as soon as reasonably practicable, prepare for the Buyer's review and approval of all tax reports required to be filed by Sellers with respect to taxes to be paid in whole or in part by the Buyer pursuant to this Section 8.11, shall file all such tax reports with the appropriate taxing authorities and shall remit all sums received from the Buyer for taxes to be paid by the Buyer to the appropriate taxing authorities.
Taxes and Closing Costs. 7 4.10 Conversion of Company Options ....................................... 7 4.11
Taxes and Closing Costs. All transfer, sales and use taxes imposed by any governmental entity or with respect to or as the result of the Merger shall be paid by the Founder.
Taxes and Closing Costs. All sales and transfer taxes imposed by any governmental entity or agency on the transfer of the Assets and the Assumed Liabilities hereunder shall be shared equally by Buyer and Seller. Seller shall be responsible for any of Seller's business, occupation, withholding, income or other taxes whatsoever, or any taxes of any kind concerning the Assets or the Assumed Liabilities that are related to any period prior to the Closing Date. Except as provided above, each party shall bear their own costs in connection with the transactions contemplated hereby.
