Examples of Asset Taxes in a sentence
Purchaser shall be responsible for all expenses (other than taxes) accruing, and all Asset Taxes attributable to tax periods (or portions thereof) beginning, on and after the Effective Date, and Seller shall be responsible for all expenses accruing, and all Asset Taxes attributable to tax periods (or portions thereof) ending, before the Effective Date.
Notwithstanding the foregoing, Purchaser is not entitled to indemnification under this fourth paragraph of Section X.C with respect to any Asset Taxes resulting from proceeds Purchaser receives and is entitled to under Section V of this Agreement attributable to production prior to the Effective Date to the extent not yet received by the royalty owner as of the Effective Date (it being understood that all Asset Taxes attributable to such proceeds will be Purchaser’s responsibility).
Except as otherwise provided herein, the Sellers shall be allocated and bear all Asset Taxes attributable to any Pre-Closing Tax Period and Buyer shall be allocated and bear all Asset Taxes attributable to any Post-Closing Tax Period.
Subject to Xxxxx’s indemnification rights under ARTICLE V and the Sellers’ payment obligation under Section 4.3(b), Buyer will file any Tax Return with respect to Asset Taxes attributable to a Straddle Period that is required to be filed after the Closing and will pay any such Taxes shown as due and owing on such Tax Return.
The Parties agree that (A) this Section 4.3(a) is intended to solely address the timing and manner in which certain Tax Returns relating to Asset Taxes are filed and the Asset Taxes shown thereon are paid to the applicable Taxing Authority and (B) nothing in this Section 4.3(a) shall be interpreted as altering the manner in which Asset Taxes are allocated to and economically borne by the Parties.