Apportionment of Certain Taxes Sample Clauses

Apportionment of Certain Taxes. All real property, personal property and similar ad valorem Taxes, if any, levied with respect to the Transferred Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Taxes”) shall be apportioned between the Sellers and the Buyers based on the number of days of such taxable period ending on and including the Closing Date (such portion of such taxable period, the “Pre-Closing Tax Period”) and the number of days in such taxable period after the Closing Date (such portion of such taxable period, the “Post-Closing Tax Period”). The Sellers shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Post-Closing Tax Period. Any Apportioned Taxes shall be timely paid, and all applicable Tax Returns shall be timely filed, as provided by applicable Law. The paying Party shall be entitled to reimbursement from the non-paying Party for the non-paying Party’s portion of the Apportioned Taxes in accordance with this Section 6.5. Upon payment of any such Apportioned Taxes, the paying Party shall present a statement to the non-paying Party setting forth the amount of reimbursement to which the paying Party is entitled under this Section 6.5, together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying Party shall make such reimbursement by wire transfer in immediately available funds within ten (10) days of receipt of such statement to an account designated by the paying Party.

Apportionment of Certain Taxes. All real property Taxes, personal property Taxes and similar ad valorem obligations levied on a per diem basis with respect to the Purchased Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between Seller and Purchaser based on the number of days in such taxable period up to and including the Closing Date and the number of days in such taxable period after the Closing Date. Seller shall be liable for the proportionate amount of such Taxes that is attributable to the portion of such taxable period ending on the Closing Date, and Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the portion of such taxable period after the Closing Date.

Apportionment of Certain Taxes. All real property, personal property and similar ad valorem Taxes, if any, levied with respect to the Transferred Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Taxes“) shall be apportioned between the Sellers and the Buyer based on the number of days of such taxable period ending on and including the Closing Date (such portion of such taxable period, the “Pre-Closing Tax Period“) and the number of days of such taxable period after the Closing Date (such portion of such taxable period, the “Post-Closing Tax Period“). The Sellers shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Pre-Closing Tax Period, and the Buyer shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Post-Closing Tax Period. Any Apportioned Taxes shall be timely paid, and all applicable Tax Returns shall be timely filed, as provided by applicable Law.

Apportionment of Certain Taxes. All Property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets shall be apportioned between the respective Seller and the Purchaser as of the Effective Time based on the number of days of the applicable taxable period prior to the Effective Time (with respect to any such taxable period, the “Pre-Closing Period”) and after the Effective Time (with respect to any such taxable period, the “Post-Closing Period”). The Sellers shall be responsible for the Sellers’ proportionate share of any such Taxes that are attributable to the Pre-Closing Period and the Purchaser shall be liable for its proportionate share of any such Taxes that are attributable to the Post-Closing Period.

Apportionment of Certain Taxes. All Property Taxes levied with respect to the Purchased Assets shall be apportioned between the respective Seller Party and Purchaser as of the Effective Time based on the number of days of the applicable taxable period prior to the Effective Time (with respect to such taxable period, the “Pre-Closing Period”) and after the Effective Time (with respect to such taxable period, the “Post-Closing Period”). Each Seller Party shall be responsible for such Seller Party’s proportionate share of any such Taxes that are attributable to the Pre-Closing Period, and all such Taxes with respect to a Facility to the extent due and payable as of the applicable Closing shall have been paid as of such Closing, and Purchaser shall be liable for its proportionate share of any such Taxes that are attributable to the Post-Closing Period.

Apportionment of Certain Taxes. In the case of Taxes for which the Tax period is relevant under this Agreement for determining Liability, and the relevant Tax period begins on or before, but ends after, the Closing Date, the amount of Taxes allocable hereunder to the Tax period ending on or before the Closing Date (which shall be the responsibility of the Sellers) shall be deemed to be: (i) in the case of Taxes imposed on a periodic or an arrears basis (including, but not limited to, real property, personal property, ad valorem and other similar Taxes), the amount of such Taxes for the period multiplied by a fraction, the numerator of which is the number of calendar days in such Tax period up to and including the Closing Date, and the denominator of which is the number of calendar days in the entire relevant Tax period; and (ii) in the case of Taxes not described in (i) above (such as Taxes that are based upon or related to income or receipts, specific transactions, or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the end of the Closing Date.

Apportionment of Certain Taxes. All Property Taxes levied with respect to the Purchased Assets shall be apportioned between the Seller and Purchaser as of the Effective Time based on the number of days of the applicable taxable period prior to the Effective Time (with respect to such taxable period, the “Pre-Closing Period”) and after the Effective Time (with respect to such taxable period, the “Post-Closing Period”). Seller shall be responsible, and to the extent not paid prior to an applicable Closing, provide Purchaser with a credit at such Closing, for Seller’s proportionate share of any such Taxes that are attributable to the Pre-Closing Period, and Purchaser shall be liable for its proportionate share of any such Taxes that are attributable to the Post-Closing Period. If the exact amount of Property Taxes is not known at such Closing, the proration will be based on an amount equal to 103% of the prior assessment year’s Property Taxes and shall be adjusted directly between Seller and Purchaser once actual figures become available after such Closing.

Apportionment of Certain Taxes. For purposes of this Agreement, in the case of any Straddle Tax Period, (i) the real property Taxes, personal property Taxes and similar ad valorem Taxes allocable to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Tax Period and (ii) all Taxes, other than Taxes covered under clause (i) of this Section 7.13, allocable to the Pre-Closing Tax Period shall be computed on the basis of a “closing of the books,” as if such taxable period ended as of the end of the day on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity shall be deemed to terminate at such time). Exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of calendar days in each period.

Apportionment of Certain Taxes. As of the Closing Date, any personal property taxes, real estate taxes, assessments and penalties and water, sewer, utility charges and other items in respect of the Purchased Assets and the Assumed Liabilities shall be apportioned (on a pro rata basis, based upon the number of days in the relevant taxable period) between Seller and Buyer. Seller shall be responsible for all such Taxes relating (as determined under Applicable Law) to periods up to and including the Closing, and Buyer shall be responsible for all such taxes relating to post-Closing periods. Any payments or reimbursements of such Taxes required to be made by Seller to Buyer or by Buyer to Seller pursuant to this subparagraph 7.2 shall be paid by Seller or Buyer within the later of five days of Seller's or Buyer's request therefor or five days prior to the date on which Seller is required to pay or cause to be paid the related Tax liability.