Common use of APPORTIONMENT AT CLOSING DATE; CUSTOMER BILLING Clause in Contracts

APPORTIONMENT AT CLOSING DATE; CUSTOMER BILLING. At the Closing, the parties shall make without duplication the usual and customary adjustments relating to the Enterprise Division as of close of business on the business day immediately preceding the Closing Date, including security deposits, rebates and royalties, deposits and prepaid expenses and any other ongoing charges and all such payments, taxes and charges shall be apportioned and adjusted as of close of business on the business day immediately preceding the Closing Date, and at the Closing the net amount thereof shall be paid pro rata by Seller to Buyer or by Buyer to Seller, as the case may be. For assigned Contracts for Business Services under which payment by the customer is due after the Closing Date on account of both services performed by Seller prior to the Closing Date and services performed by Buyer after the Closing Date, Seller and Buyer shall share the payment based upon the proportionate value of the services rendered by each, as determined in accordance with the terms of the Contract. Any such apportionments and adjustments shall be subject to correction for any errors or omissions that subsequently may be discovered, provided that the party discovering such error or omission provides written notice of same to the other party not later than one year after the Closing Date. Such other party shall, within 20 days after receipt of such notice, reimburse the party delivering such notice for the full amount of such error or omission. With respect to any prorated items for which tax credits or expense deductions may be taken, Buyer and Seller shall be entitled to take such tax credits and expense deductions in accordance with the liability allocated to each of them, respectively, for such items pursuant to such prorating.

APPORTIONMENT AT CLOSING DATE; CUSTOMER BILLING. (a) At the Closing, the parties shall make make, without duplication of adjustments reflected in the Audited Closing Balance Sheet, customary closing adjustments with respect to the conveyance of the Transferred Facilities as of the Closing Date and the usual and customary adjustments relating to the Enterprise Division Business as of close of business on the business day immediately preceding the Closing Date, including prepaid lease payments, security deposits, rents, real estate taxes, local improvements charges, assessments (special and ordinary), sewer impost charges, utility charges, water rents, monthly maintenance charges, rebates and royalties, deposits and prepaid expenses with any public utility or any municipal, governmental or other public authority, wages and any other ongoing charges charges, and all such payments, taxes and charges shall be apportioned and adjusted as of close of business on the business day immediately preceding the Closing Date, and at the Closing the net amount thereof shall be paid pro rata paid by Seller Xxxxxx to Buyer or paid by Buyer to SellerXxxxxx, as the case may be. For assigned Contracts for Business Services under which payment by the customer is due after the Closing Date on account of both services performed by Seller prior to the Closing Date and services performed by Buyer after the Closing Date, Seller and Buyer shall share the payment based upon the proportionate value of the services rendered by each, as determined in accordance with the terms of the Contract. Any such apportionments and adjustments shall be subject to correction for any errors or omissions that subsequently may be discovered, discovered provided that the party discovering such error or omission provides written notice of same to the other party not later than one year after the Closing Dateparty. Such other party shall, within 20 15 days after receipt of such notice, reimburse the party delivering such notice for the full amount of such error or omission. (b) In the event that Xxxxxx or any of its Affiliates receives payment after the Closing Date on invoices issued by Buyer relating to products sold or services rendered on or after the Closing Date, Xxxxxx will promptly notify Buyer of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to Buyer. With respect In the event that Buyer or any Affiliate of Buyer receives payment after the Closing Date on invoices issued by Xxxxxx or any of its Affiliates relating to any prorated items for which tax credits products sold or expense deductions may be takenservices rendered prior to the Closing Date that have given rise to accounts receivable that are included in the Excluded Assets, Buyer will promptly notify Xxxxxx of such receipt and Seller shall be entitled will promptly remit, or will cause such Affiliate to take promptly remit, such tax credits and expense deductions in accordance with the liability allocated payment to each of them, respectively, for such items pursuant to such proratingXxxxxx.

APPORTIONMENT AT CLOSING DATE; CUSTOMER BILLING. (a) At the Closing, the parties shall make without duplication customary closing adjustments with respect to the conveyance of the Principal Premises as of the Closing Date and the usual and customary adjustments relating to the Enterprise Division Business as of close of business on the business day immediately preceding the Closing Date, including prepaid lease payments, security deposits, rents, real estate taxes, local improvements charges, assessments (special and ordinary), sewer impost charges, utility charges, water rents, monthly maintenance charges, rebates and royalties, deposits and prepaid expenses with any public utility or any municipal, governmental or other public authority, wages and any other ongoing charges charges, and all such payments, taxes and charges shall be apportioned and adjusted as of close of business on the business day immediately preceding the Closing Date, and at the Closing the net amount thereof shall be paid pro rata paid by Seller to Buyer or paid by Buyer to Seller, as the case may be. For assigned Contracts for Business Services under which payment by the customer is due after the Closing Date on account of both services performed by Seller prior to the Closing Date and services performed by Buyer after the Closing Date, Seller and Buyer shall share the payment based upon the proportionate value of the services rendered by each, as determined in accordance with the terms of the Contract. Any such apportionments and adjustments shall be subject to correction for any errors or omissions that subsequently may be discovered, discovered provided that the party discovering such error or omission provides written notice of same to the other party not later than one year after the Closing Dateparty. Such other party shall, within 20 15 days after receipt of such notice, reimburse the party delivering such notice for the full amount of such error or omission. (b) In the event that Seller or any of its Affiliates receives payment after the Closing Date on invoices issued by Buyer relating to product sold or services rendered on or after the Closing Date, Seller will promptly notify Buyer of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to Buyer. With respect In the event that Buyer or any Affiliate of Buyer receives payment after the Closing Date on invoices issued by Seller relating to any prorated items for which tax credits product sold or expense deductions may be takenservices rendered prior to the Closing Date that have given rise to accounts receivable that are included in the Excluded Assets, Buyer will promptly notify Seller of such receipt and Seller shall be entitled will promptly remit, or will cause such Affiliate to take promptly remit, such tax credits and expense deductions in accordance with the liability allocated payment to each of them, respectively, for such items pursuant to such proratingSeller.