Certain Prorations. (a) The items set forth on Schedule 4.4(a) shall be prorated or adjusted between the parties hereto as of the Effective Time.
Certain Prorations. (1) The items set forth on Schedule 13.2(a) shall be prorated or adjusted between the parties hereto as of the Effective Time.
Certain Prorations. (a) Except as provided in Section 2.3(b) below, all prepaid expenses and deposits, and all expenses for which liability has accrued, but whose payment is not yet due as of Closing (including (i) utility deposits and charges, including electricity, water and sewer charges and (ii) transferable business and license fees, including any retroactive adjustments thereof), shall be prorated and adjusted between Azure and Xxxxxx in accordance with the principle that Azure shall be entitled to all revenues and responsible for all expenses allocable to the conduct of the Legacy Business up to 11:59 p.m. on the day before the Closing Date, and Xxxxxx shall be entitled to all revenues and shall be responsible for all expenses allocable to the conduct of the Legacy Business on or after 12:00 a.m. on the Closing Date; provided, however, that this Section 2.3(a) shall not apply to Taxes. If the actual amounts to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of the best evidence then available, and thereafter, within thirty (30) days after actual amounts are known, a cash settlement will be made between Azure and Xxxxxx.
Certain Prorations. On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than sixty (60) calendar days thereafter, the water, gas, electricity and other utilities, common area maintenance reimbursements to lessors, local business or other transferable license or Permit fees and other similar periodic charges payable with respect to (a) the AMD Business Assets shall be prorated between AMD and the Joint Venture and (b) the Fujitsu Business Assets shall be prorated between Fujitsu and the Joint Venture, with AMD or Fujitsu (as the case may be) bearing such costs and expenses attributable to the period through and including the Closing Date, and the Joint Venture bearing such costs and expenses attributable to the period after the Closing Date.
Certain Prorations. All normal and customarily proratable items, including without limitation, real estate and personal property taxes, rents under leases and utility bills, shall be prorated as of the Closing Date, the Company being charged and credited for all of same up to such date and the Purchaser being charged and credited for all of same on and after such date. Utility services will be transferred to the Purchaser's name on the Closing Date. If the actual amounts to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of the best evidence then available, and thereafter, within thirty (30) days after actual figures are received, a cash settlement will be made between the Company and the Purchaser.
Certain Prorations. All ad valorem and property taxes, and any similar assessments based upon or measured by the Selling Companies' ownership or leasehold interest in the Properties shall be prorated between Dexter and Buyer as of the Valuation Time based upon such taxes assessed for the tax period in question or, if there is insufficient information for such tax period, based upon taxes assessed against the Selling Companies for the immediately preceding tax period just ended. All such taxes will be prorated on the basis of a 365-day year. To the extent practicable, all such prorations and payments shall be made at the Closing, with the balance to be made not later than 45 days after the delivery of the Closing Statement.
Certain Prorations. (A) Micron shall, or shall (if applicable) cause its subsidiaries to, pay minimum or basic rent under the personal property, real property and other equipment leases being assigned to the Joint Venture Company by Micron that are included in the Micron Contributed Assets through the end of the calendar month in which the Closing Date occurs, and the Joint Venture Company shall reimburse Micron for such rent accrued commencing with the Closing Date through the end of such month as part of the post-Closing proration.
Certain Prorations. All prepaid expenses and deposits, and all expenses for which Liability has accrued by whose payment is not yet due as of Closing (including (a) utility deposits and charges, including electricity, water and sewer charges; (b) transferable business and license fees, including any retroactive adjustments thereof; (c) real and personal property Taxes in connection with the Purchased Assets; (d) employee wages and operating expenses; and (e) similar prepaid and deferred items), together with all revenues and expenses arising from the operation of the Businesses, shall be prorated and adjusted between Seller (as the case may be) and Buyer in accordance with the principle that Seller and the Company shall retain all revenues and shall be responsible for all expenses allocable to the conduct of the Businesses up to 11:59 p.m. on the day before the Closing Date, and Buyer shall be entitled to all revenues and shall be responsible for all expenses allocable to the conduct of the Businesses after 12:01 a.m. on the Closing Date. Utility services will be transferred to Buyer’s name on the Closing Date. The apportionments set forth in this Section 3.2 owed by Seller or the Company shall be deducted from the Purchase Price. The provisions of this Section 3.2 shall survive the Closing. If the actual amounts to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of the best evidence then available, and thereafter, within 30 days after actual figures are received, a cash settlement will be made between Seller and Buyer.
Certain Prorations. Charges for water, sewer and other periodic charges relating to the Amory Facility shall be prorated as of the Closing. If the amount of any item to be prorated is unknown on the Closing Date, the parties shall estimate the amount based on the best available evidence. When the actual amount is known, the appropriate party shall be reimbursed by the other party within ten (10) days after being advised of such amount. Section 4.
Certain Prorations. On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than sixty (60) calendar days thereafter, the water, gas, electricity and other utilities, common area maintenance reimbursements to lessors, local business or other transferable license or Permit fees and other similar periodic charges payable with respect to the AMD Listed Assets shall be prorated between AMD and the Joint Venture, with AMD bearing such costs and expenses attributable to the period through and including the Closing Date, and the Joint Venture bearing such costs and expenses attributable to the period after the Closing Date.
