Common use of Taxes and Fees; Proration of Certain Expenses Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Green Bancorp, Inc.), Purchase and Assumption Agreement (Green Bancorp, Inc.)

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Taxes and Fees; Proration of Certain Expenses. Each Allocation Form 8594. (a) Buyer shall not be responsible for any income tax liability of Purchaser Seller arising from the business or operations of the Seller on or before the Effective Date, and Seller shall not be responsible for 50% any tax liabilities of any Transfer Taxes that may be imposed on Buyer arising from the purchase and sale of business or operations after 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 permissibleEffective Date. Utility payments, telephone charges, real property Taxestaxes, personal property Taxestaxes, rent, salaries, deposit insurance premiums, service or maintenance contracts, other ordinary operating expenses of the Transferred Banking Center and other expenses related to the Assumed Liabilities liabilities assumed 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) assets purchased hereunder shall be prorated between the parties as of the Effective TimeDate. 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 TimeDate, there shall be a proportionate monetary adjustment in favor of Seller, and . (b) if any such item that is subject Seller and Buyer shall allocate the total consideration paid pursuant to proration has not been paid this Agreement, including the deposit base intangible asset and other identifiable intangible assets acquired by Seller for a period prior Buyer pursuant to the Effective Time and is paid by Purchaserthis Agreement, 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 accordance with the Assumed Assets. Such apportionment shall be made on a per diem basis as Section 1060 of the Closing Date and Internal Revenue Code of 1986, as amended. Accordingly, within 120 days after the Closing, Buyer 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 provide Seller copies of the next-preceding fiscal year’s real property Form 8594 and personal property Taxesany required exhibits thereto (the "Asset Acquisition Statement") setting forth the allocation of the total consideration. Within thirty (30) calendar 20 days after receipt by the parties of the applicable tax xxxx Asset Acquisition Statement (or other information reasonably necessary for computing such apportionmentany proposed revision thereof required to report any updated information), Purchaser and Seller shall apportion propose any changes to Buyer or shall indicate its concurrence with the actual Taxes and, if either party paid more than its proper share thereof at Closing, Asset Acquisition Statement which concurrence shall not be unreasonably withheld. Seller and Buyer shall endeavor in good faith to resolve any differences within 20 days after Buyer's receipt of Seller's notice of any proposed changes. The parties agree to file the other party shall promptly reimburse such party for Asset Acquisition Statement with their respective federal tax returns in accordance with the amount so expendedinstructions to Form 8594.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (West Bancorporation Inc)

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Taxes and Fees; Proration of Certain Expenses. Each of Purchaser and Seller shall be responsible for 50% the payment of all fees and taxes related to this transaction; except that Purchaser shall not be responsible for, or have any Transfer Taxes that may be imposed liability with respect to transfer tax on the purchase Limited Warranty Deed (which Seller shall pay at closing), the cost of obtaining and sale recording any documents to release liens encumbering the Real Property and Personal Property, the costs of recording the Limited Warranty Deed or taxes on any income to Seller arising out of this transaction and Seller agrees that it shall pay, or represents that it has paid, in a timely manner any and all such income taxes. Purchaser shall not be responsible for any income tax liability of Seller arising from the business or operations of the Transferred AssetsBanking Center 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 Center after the Effective Time. “Transfer Taxes” means all sales, use, value added, excise, registration, documentary, stamp, transfer, real 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 Taxestaxes, personal property Taxestaxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Transferred Banking Center and other expenses related to the Assumed Liabilities liabilities assumed 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) assets purchased hereunder 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 tax bills for the applicable tax xxxx, or other information reasonably necessary for computing any such apportionment is current year's taxes are not available on as of the Closing DateEffective Time, the apportionment taxes shall be made at Closing on prorated based upon the basis of tax bills for the next-preceding fiscal previous year’s real property . Seller and personal property Taxes. Within thirty (30) calendar days after receipt by Purchaser hereby agree that the parties of the applicable tax xxxx or other information reasonably necessary for computing such apportionment, Purchaser and Seller shall apportion the actual Taxes andshall, if either party paid more than its proper share thereof at Closingnecessary, re-prorate the other party shall promptly reimburse such party taxes after Closing when actual tax bills for the amount so expendedcurrent year are available. The provision of this paragraph shall survive the Closing.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Abc Bancorp)

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