Common use of Allocation of Property Taxes Clause in Contracts

Allocation of Property Taxes. All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink and the Company as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. Saflink shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days), Saflink and the Company shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink shall notify the Company upon receipt of any ▇▇▇▇ for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such ▇▇▇▇ to the Company who shall pay the same to the appropriate taxing authority, provided that if such ▇▇▇▇ covers any part of the Pre-Closing Tax Period, Saflink shall also remit prior to the due date of the tax ▇▇▇▇ to the Company payment for the proportionate amount of such ▇▇▇▇ that is attributable to the Pre-Closing Tax Period. In the event that either Saflink or the Company shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b), the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.05(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Appears in 3 contracts

Sources: Asset Purchase and Contribution Agreement, Asset Purchase Agreement (Saflink Corp), Asset Purchase Agreement (FLO Corp)

Allocation of Property Taxes. All real property taxes, personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets (the “Property Tax”) for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink Seller and the Company Buyer as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. Saflink Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and the Company Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days), Saflink and the Company shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink Seller shall notify the Company Buyer upon receipt of any ▇▇▇▇ for personal property taxes such Property Taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such ▇▇▇▇ to the Company Buyer who shall pay the same to the appropriate taxing authority; provided, provided that if such ▇▇▇▇ covers any part of the Pre-Closing Tax Period, Saflink Seller shall also remit prior to the due date of the tax ▇▇▇▇ such Property Taxes to the Company Buyer payment for the proportionate amount of such ▇▇▇▇ that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Seller or the Company Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b5.09(b), the other party Party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.05(b5.09(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Emcore Corp), Asset Purchase Agreement (Emcore Corp)

Allocation of Property Taxes. All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink Seller and the Company as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. Saflink Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days)Closing, Saflink Seller and the Company shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b5.03(a), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party Party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink Seller shall notify the Company upon receipt of any ▇▇▇▇ for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such ▇▇▇▇ to the Company who shall pay the same to the appropriate taxing authority, provided that if such ▇▇▇▇ covers any part of the Pre-Closing Tax Period, Saflink Seller shall also remit prior to the due date of the tax ▇▇▇▇ assessment to the Company payment for the proportionate amount of such ▇▇▇▇ that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Seller or the Company shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b5.03(a), the other party Party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.05(b5.03(a) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Appears in 1 contract

Sources: Technology Purchase Agreement (General Electric Co)

Allocation of Property Taxes. All personal property taxes and similar ad valorem AD VALOREM obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink Seller and the Company as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. Saflink Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days)Closing, Saflink Seller and the Company shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b5.03(a), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party Party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink Seller shall notify the Company upon receipt of any ▇▇▇▇ bill for personal property taxes relating to the Transferred AssetsAsse▇▇, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such ▇▇▇▇ bill to the Company who shall pay the same to the appropriate taxing taxi▇▇ authority, provided that if such ▇▇▇▇ bill covers any part of the Pre-Closing Tax Period, Saflink shall also Seller sha▇▇ ▇lso remit prior to the due date of the tax ▇▇▇▇ assessment to the Company payment for the proportionate amount of such ▇▇▇▇ bill that is attributable to the Pre-Closing Tax Period. In the event e▇▇▇▇ that either Saflink Seller or the Company shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b5.03(a), the other party Party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.05(b5.03(a) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Appears in 1 contract

Sources: Technology Purchase Agreement (Positron Corp)