Common use of Apportionment of Property Taxes Clause in Contracts

Apportionment of Property Taxes. There shall be allocated to Laramie (with respect to the Laramie Assets) or Delta (with respect to the Delta Assets), as applicable, a portion of the Property Tax for the Straddle Period determined by multiplying the Property Tax for the Straddle Period by a fraction, the numerator of which shall be the number of days in the Straddle Period prior to the Effective Time and the denominator of which shall be the number of days in the Straddle Period. The remaining portion of the Property Tax for the Straddle Period shall be allocated to the Company. The portion of the Property Taxes for the Straddle Period allocable to Laramie and Delta, respectively, shall be taken into account as provided in Section 15. 1. For any purpose as may be necessary under this Agreement, Property Taxes levied for 2012 (and due and payable in 2013) shall be (a) if the actual Property Tax levy for 2012 has not been made prior to the calculation of the Laramie Payment and Delta Payment, as applicable, estimated based on the 2011 mill levy without regard to the actual 2012 mill levy or assessment and (b) otherwise shall be based on the actual 2012 mill levy. Any estimate made pursuant to clause (a) of the previous sentence shall be final, and no further adjustment to the Laramie Payment and Delta Payment, as applicable, shall be made with respect to an apportioned Property Tax based on the actual 2012 mill levy, valuation, equalization, assessment or a revised determination of 2011 production. All Property Taxes with respect to taxable periods beginning on or after the Effective Time shall be for the Company’s account. Laramie or Delta, as applicable, shall timely file or cause to be filed all required Tax Returns for, related to or incident to Property Taxes that are due on or prior to the Closing Date and shall timely pay or cause to be paid all Taxes due with respect thereto. The Company shall timely file or cause to be filed all required reports and returns for, related to, or incident to Property Taxes for any Straddle Period that are due after the Closing Date and shall timely pay or cause to be paid to the taxing authorities all Property Taxes for any taxable period including the Closing Date. Any penalties, additions to Tax, or interest levied or assessed with respect to any failure of the Company to comply with the previous sentence shall be allocated to, and shall be payable by, the Company.

Apportionment of Property Taxes. There shall be allocated to Laramie Real property Taxes, personal property Taxes and similar ad valorem Taxes (collectively, “Property Taxes”) levied with respect to the Laramie Assets) or Delta (with respect Company Assets that relate to the Delta Assets), as applicable, a portion of the Property Tax for the Straddle Period determined by multiplying the Property Tax for the Straddle Period by a fraction, the numerator of which shall be the number of days in the Straddle Period prior to the Effective Time and the denominator of which shall be the number of days in the Straddle Period. The remaining portion of the Property Tax for the Straddle Period shall be allocated apportioned between Pre-Closing Periods and Post-Closing Periods on a per diem basis, and the Seller shall be responsible for and shall pay the portion of such Property Taxes apportioned to the Company. The portion of the Property Taxes for the Straddle Period allocable to Laramie and Delta, respectively, shall be taken into account as provided in Section 15. 1. For any purpose as may be necessary under this Agreement, Property Taxes levied for 2012 Pre-Closing Periods (and due and payable in 2013shall within ten (10) shall be (a) if Business Days reimburse the actual Property Tax levy for 2012 has not been made prior to Buyer or the calculation of the Laramie Payment and Delta PaymentCompanies, as applicable, estimated based on the 2011 mill levy without regard for such Property Taxes to the actual 2012 mill levy extent the Buyer or assessment the Companies pay such Property Taxes after the Closing), and (b) otherwise the Buyer and the Companies, jointly and severally, shall be based responsible for and shall pay the portion of such Property Taxes apportioned to the Post-Closing Periods and any portion of such Property Taxes apportioned to the Pre-Closing Periods (and shall reimburse the Seller for any such Property Taxes as provided herein to the extent that the Seller or the Companies pay such Property Taxes at or before the Closing, which amount will be set forth on the actual 2012 mill levy. Any estimate made pursuant to clause (aSection 5.06(c) of the previous sentence shall be final, Disclosure Schedules and no further adjustment to the Laramie Payment and Delta Payment, as applicable, shall be made with respect to an apportioned Property Tax based updated on the actual 2012 mill levy, valuation, equalization, assessment or a revised determination of 2011 production. All Property Taxes with respect to taxable periods beginning on or after the Effective Time shall be for the Company’s account. Laramie or Delta, as applicable, shall timely file or cause to be filed all required Tax Returns for, related to or incident to Property Taxes that are due on or prior to the Closing Date and the “Buyer Property Tax Amount”). Buyer shall timely pay or cause reimburse Seller for such Buyer Property Tax Amount owed to be paid all Taxes due with respect thereto. The Company shall timely file or cause to be filed all required reports and returns for, related to, or incident to Property Taxes for any Straddle Period that are due Seller by paying such amount in equal installments over a ten (10) month period beginning on the 15th day of the month following the first full month after the Closing Date and Date, but the total amount of such Buyer Property Tax Amount shall timely pay or cause to be paid in full no later than September 30, 2021. Buyer shall offset such Buyer Property Tax Amount owed to Seller by any Liabilities that Buyer, with the mutual agreement of Seller, agrees to assume that are in addition to the taxing authorities all Property Taxes for any taxable period including the Closing Date. Any penalties, additions to Tax, or interest levied or assessed with respect to any failure of the Company to comply with the previous sentence shall be allocated to, and shall be payable by, the CompanyAssumed Liabilities.

Apportionment of Property Taxes. There shall be allocated to Laramie (with respect to the Laramie Assets) or Delta (with respect to the Delta Assets), as applicable, a portion of the Property Tax for the Straddle Period determined by multiplying the Property Tax for the Straddle Period by a fraction, the numerator of which shall be the number of days in the Straddle Period prior to the Effective Time and the denominator of which shall be the number of days in the Straddle Period. The remaining portion of the Property Tax for the Straddle Period shall be allocated to the Company. The portion of the Property Taxes for the Straddle Period allocable to Laramie and Delta, respectively, shall be taken into account as provided in Section 15. 115.1. For any purpose as may be necessary under this Agreement, Property Taxes levied for 2012 (and due and payable in 2013) shall be (a) if the actual Property Tax levy for 2012 has not been made prior to the calculation of the Laramie Payment and Delta Payment, as applicable, estimated based on the 2011 mill levy without regard to the actual 2012 mill levy or assessment and (b) otherwise shall be based on the actual 2012 mill levy. Any estimate made pursuant to clause (a) of the previous sentence shall be final, and no further adjustment to the Laramie Payment and Delta Payment, as applicable, shall be made with respect to an apportioned Property Tax based on the actual 2012 mill levy, valuation, equalization, assessment or a revised determination of 2011 production. All Property Taxes with respect to taxable periods beginning on or after the Effective Time shall be for the Company’s account. Laramie or Delta, as applicable, shall timely file or cause to be filed all required Tax Returns for, related to or incident to Property Taxes that are due on or prior to the Closing Date and shall timely pay or cause to be paid all Taxes due with respect thereto. The Company shall timely file or cause to be filed all required reports and returns for, related to, or incident to Property Taxes for any Straddle Period that are due after the Closing Date and shall timely pay or cause to be paid to the taxing authorities all Property Taxes for any taxable period including the Closing Date. Any penalties, additions to Tax, or interest levied or assessed with respect to any failure of the Company to comply with the previous sentence shall be allocated to, and shall be payable by, the Company.