Apportionment. For purposes of this Agreement, Liability for any Taxes of Seller with respect to any Straddle Period shall be apportioned to Seller for any Pre-Closing Period and to Buyer thereafter. Liability for Property Taxes with respect to any Straddle Period shall be apportioned to the Pre-Closing Period on a per diem basis. Liability for Taxes other than Property Taxes for the Pre-Closing Period shall be deemed equal to the amount which would be payable during the Pre-Closing Period if the relevant taxable period took into account only the Pre-Closing Period on an “interim closing of the books” method similar to that described in the Treasury Regulations promulgated under Section 706 of the Code.

Apportionment. For purposes of this Agreement, Liability for anyAll real property Taxes, personal property Taxes of Sellerand similar ad valorem obligations levied with respect to anythe Purchased Assets for a Straddle Period shall be apportioned tobetween the Seller for any(on behalf of itself and each applicable Seller Affiliate), on the one hand, and the Purchaser (on behalf of itself and each applicable Purchaser Affiliate), on the other hand, as of the Closing based on the number of days of such taxable period ending on the date of the Closing (each such portion of such taxable period, a Pre-Closing PeriodTax Period) and to Buyer thereafter. Liability for Property Taxes with respect to any Straddle Periodthe number of days of such taxable period after the Closing (each such portion of such taxable period, a Post-Closing Tax Period). The Seller (on behalf of itself and each applicable Seller Affiliate) shall be apportionedliable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Period on a per diem basis. Liability for Taxes other than Property TaxesTax Period, and the Purchaser (on behalf of itself and each applicable Purchaser Affiliate) shall be liable for the Pre-proportionate amount of such Taxes that is attributable to the Post-Closing PeriodTax Period. Upon receipt of any bill for real or personal property Taxes relating to the Purchased Assets, the Seller and the Purchaser, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this [Section 9.11(b)] together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be deemed equalpaid by the Party owing it to the other within 20 days after delivery of such statement. In the event that the Seller, on the one hand, or the Purchaser, on the other hand, shall make any other payment for which it is entitled to reimbursement under this [Section 9.11(b)], the other Party shall make such reimbursement promptly but in no event later than 20 days after the presentation of a statement setting forth the amount of reimbursement to which would be payable during the Pre-Closing Period ifpresenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the relevant taxable period took into account only the Pre-Closing Period on an “interim closingamount of the books” method similar to that described in the Treasury Regulations promulgated under Section 706 of the Code.reimbursement.