Taxes and Fees; Proration of Certain Expenses. Purchaser shall be responsible for the payment of all fees and taxes related to this transaction; except that Purchaser shall not be responsible for, or have any liability with respect to, taxes on any income to Seller arising out of this transaction. Purchaser shall not be responsible for any income tax liability of Seller arising from the business or operations of the Banking Facilities before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Facilities after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums or assessments, maintenance items, other ordinary operating expenses of the Banking Facilities and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller. The Purchaser shall be responsible for the payment of any non-delinquent assessments. Real estate taxes shall be pro-rated at the Closing based upon the maximum allowable discount and other applicable exemptions, and there shall be no reproration of real estate taxes. Seller and Purchaser shall each be responsible for its own costs with respect to the preparation and filing of any tax returns, as well as the preparation, review and analysis of the allocation statements and any forms or statements prepared in connection with the final allocation of the purchase price.
Taxes and Fees; Proration of Certain Expenses. Purchaser shall be responsible for the payment of all fees and taxes related to this transaction, except that (i) Purchaser shall not be responsible for, or have any liability with respect to, taxes on any income to Seller arising out of the transactions herein, and (ii) with respect to any transfers of Real Property, Purchaser and Seller shall each pay fifty percent (50%) of the real estate transfer and recordation taxes, fees and costs incurred in connection therewith. Purchaser shall not be responsible for any income tax liability of Seller arising from the business or operations of the Banking Centers before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Centers after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Banking Centers and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller.
Taxes and Fees; Proration of Certain Expenses. Each of Purchaser and Seller shall be responsible for 50% of any Transfer Taxes that may be imposed on the purchase and sale of the Transferred Assets. “Transfer Taxes” means all sales, use, value added, excise, registration, documentary, stamp, transfer, real property transfer, recording, gains and other similar Taxes and fees (together with any interest, penalties or additions to Tax or additional amount imposed). The parties shall cooperate in good faith to minimize such Transfer Taxes to the extent legally permissible. Utility payments, telephone charges, real property Taxes, personal property Taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Transferred Banking Center and other expenses related to the Assumed Liabilities or Transferred Assets (including, for the avoidance of doubt, if necessary, any prepaid premiums or assessments related to insurance of the Deposit Liabilities by the FDIC) shall be prorated between the parties as of the Effective Time. To the extent not otherwise reflected in the Post-Closing Balance Sheet, (a) if any such item that is subject to proration has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller, and (b) if any such item that is subject to proration has not been paid by Seller for a period prior to the Effective Time and is paid by Purchaser, there shall be a proportionate monetary adjustment in favor of Purchaser. Purchaser and Seller shall apportion pro rata all real property and personal property Taxes paid or payable in connection with the Assumed Assets. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fiscal year for which the same are assessed. In the event that the applicable tax xxxx, or other information reasonably necessary for computing any such apportionment is not available on the Closing Date, the apportionment shall be made at Closing on the basis of the next-preceding fiscal year’s real property and personal property Taxes. Within thirty (30) calendar days after receipt by the parties of the applicable tax xxxx or other information reasonably necessary for computing such apportionment, Purchaser and Seller shall apportion the actual Taxes and, if either party paid more than its proper share thereof at Closing, the other party shall promptly reimburse such party for the amount so expended.
Taxes and Fees; Proration of Certain Expenses. (a) Buyer shall not be responsible for, or have any liability with respect to, taxes on any income to Seller arising out of this transaction. Buyer shall not be responsible for any income tax liability of Seller arising from the Deposit Liabilities, the Transferred Assets or the business or operations of the Branches before the Effective Time, and Seller shall not be responsible for any tax liabilities of Buyer arising from the Deposit Liabilities, the Transferred Assets or the business or operations of the Branches after the Effective Time. Utility payments, telephone charges, real property taxes, non-delinquent assessments, personal property taxes, lease payments, salaries, deposit insurance premiums or assessments, maintenance items, other ordinary operating expenses of the Branches and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller. Real estate taxes shall be prorated on a calendar year basis, based upon the current valuation, maximum allowable discount and other applicable exemptions. Prior to the Effective Time, Seller will pay all real property taxes due and payable prior to the Effective Time. The real property tax proration as of the Effective Time shall be final.
(b) Seller and Buyer shall each be responsible for their own costs with respect to the preparation and filing of any tax returns and, except as otherwise provided in Section 3.3(b), the preparation, review and analysis of the allocation statements and any forms or statements prepared in connection with the allocation of the final purchase price.
Taxes and Fees; Proration of Certain Expenses. (a) Notwithstanding anything herein to the contrary, all sales Taxes that are payable or that arise as a result of the consummation of the transactions contemplated by this Agreement will be borne by Seller, and any recording or filing fees or transfer, documentary, stamp, or similar Taxes with respect thereto will be borne by Purchaser. Purchaser shall not be responsible for any Tax liability related to the business or operations of the Branches or the Assets and Liabilities arising before the Close of Business, and Seller shall not be responsible for any Tax liabilities related to the business or operations of the Branches or the Assets and Liabilities arising after the Close of Business. After the Closing Date, each of Seller and Purchaser shall: (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in connection with this Agreement; (ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax returns or reports relating to the Assets, the Liabilities, or the operation of the Branches; (iii) make available to the other, and to any taxing authority as reasonably requested, all relevant information, records, and documents relating to Taxes with respect to the Assets, the Liabilities, or the operation of the Branches; and (iv) provide timely notice to the other in writing of any pending or proposed Tax audits (with copies of all relevant correspondence received from any taxing authority in connection with any Tax audit or information request) or assessments with respect to the Assets, the Liabilities, or the operation of any Branch for taxable periods for which the other may have a liability under this Agreement. The party requesting assistance or cooperation shall bear the other party’s out-of-pocket expenses in complying with such request to the extent that those expenses are attributable to fees and other costs of unaffiliated third-party service providers; provided that such other party shall obtain a quotation from any such third-party service providers prior to engagement and obtain approval thereof from the party requesting assistance.
(b) Utility payments, telephone charges, rent, salaries, FDIC assessments and deposit insurance premiums, other ordinary operating expenses of the Branches, and other expenses related to the Assets and Liabilities shall, except as provided in subsection (c) below for Taxes, be prorated between the parties as...
Taxes and Fees; Proration of Certain Expenses. Purchaser shall be responsible for the payment of all fees and taxes related to this transaction; except that Purchaser shall not be responsible for, or have any liability with respect to, taxes on any income to Seller arising out of this transaction. Purchaser shall not be responsible for any income tax liability of Seller arising from the business or operations of the Banking Centers before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Centers after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Banking Centers and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller.
Taxes and Fees; Proration of Certain Expenses. (a) Purchaser shall not be responsible for, or have any liability with respect to, taxes on any income to Sellers arising out of this transaction. Purchaser shall not be responsible for any income tax liability of Sellers arising from the business or operations of the Banking Center before the Effective Time, and Sellers shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Center after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums or assessments, maintenance items, other ordinary operating expenses of the Banking Center and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Sellers for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Sellers. Purchaser shall be responsible for the payment of any non-delinquent assessments. Real estate taxes shall be prorated on a calendar year basis, based upon the maximum allowable discount and other applicable exemptions. Sellers will remain responsible for all real property taxes for any period prior to 1999.
(b) Sellers and Purchaser shall each be responsible for their own costs with respect to the preparation and filing of any tax returns, as well as the preparation, review and analysis of the allocation statements and any forms or statements prepared in connection with the allocation of the final purchase price.
Taxes and Fees; Proration of Certain Expenses. (a) Purchaser shall pay to Seller or the relevant taxing jurisdiction (as appropriate under the circumstances), or reimburse Seller if Seller shall have paid, any sales and use taxes and any interest and penalties thereon which are payable or arise as a result of this Agreement or the consummation of any of the transactions contemplated by this Agreement.
(b) Purchaser shall pay to Seller or the relevant taxing jurisdiction (as appropriate under the circumstances), or reimburse Seller if Seller shall have paid, any real property transfer, recording and similar documentary taxes arising out of any transfer pursuant to this transaction, except that Seller shall pay any grantor's taxes arising out of this transaction.
(c) Purchaser shall not be responsible for any income tax liability of Seller arising from the business or operations of the Branches on or before the Effective Date, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Branches after the Effective Date.
(d) Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Branches and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Date. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Date, there shall be a proportionate monetary adjustment in favor of Seller.
Taxes and Fees; Proration of Certain Expenses. Purchaser shall be responsible for the payment of all fees and taxes related to this transaction, except that (i) Purchaser shall not be responsible for, or have any liability with respect to, taxes on any income to Seller arising out of the transactions herein, and (ii) with respect to any transfers of Real Property, Purchaser shall pay two-thirds (66 ?%) of the real estate transfer and recordation taxes, fees and costs incurred in connection therewith and Seller shall pay one-third (33 ?%) of the real estate transfer and recordation taxes, fees and costs incurred in connection therewith. Purchaser shall not be responsible for any income tax liability of Seller arising from the business or operations of the Banking Centers before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Centers after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Banking Centers and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller.
Taxes and Fees; Proration of Certain Expenses. Purchaser shall be responsible for the payment of all fees and taxes related to this transaction, including all of the real estate transfer, grantor’s and recordation taxes, fees and costs, provided that Purchaser shall not be responsible for, or have any liability with respect to, taxes on any income to Seller arising out of the transactions herein. Purchaser shall not be responsible for any income tax liability of Seller arising from the business or operations of the Banking Centers before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Centers after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Banking Centers and other expenses related to the liabilities assumed or assets purchased hereunder shall
