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.
(b) At Closing, each party shall pay or credit to the other party all sums required to effectuate the prorations and adjustments contemplated by the provisions of this Section 4.4. If final figures have not been calculated on any of the adjustments, prorations or reimbursements as of the Closing, then the parties hereto shall close this transaction using estimated adjustments, prorations and reimbursements which shall be subject to later readjustment when such final figures have been calculated. The parties hereto shall seek to determine the amounts of all prorations, adjustments and reimbursements required hereunder on or before the Closing, if possible, and no later than six (6) months following the Closing.
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. 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. (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.
(B) 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 Micron Contributed Assets shall be prorated between Micron and the Joint Venture Company, with Micron bearing such costs and expenses attributable to the period prior to and including the Closing Date, and the Joint Venture Company bearing such costs and expenses attributable to the period after the Closing Date.
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.
(b) The following items shall be prorated as of the Closing Date with all items of income and expense for the Azure Property being borne by Xxxxxx from and after (and including) the Closing Date and such items being borne by Azure for all time periods prior to the Closing Date: fees and assessments; real and personal ad valorem Taxes; and any assessments by private covenant for the then-current calendar year of Closing. If any of such Taxes, fees or assessments for the year of Closing are not known or cannot be reasonably estimated, such amounts shall be prorated based on such equivalent Taxes, fees or assessments for the year prior to Closing, subject to a final true-up within thirty (30) days after actual amounts are known, in which case a cash settlement(s) will be made between Azure and Xxxxxx.
(c) Xxxxxx shall take all steps necessary to effectuate the transfer of all utilities used in the Legacy Business to the name of the appropriate Xxxxxx Party as of the Closing Date, and where necessary, post deposits with the utility companies. Azure shall ensure that all utility meters used in the Legacy Business are read as of the Closing Date. Azure shall be credited by Xxxxxx for the portion of any and all deposits held by any utility company that relate to the conduct of the Legacy Business on after 12:00 a.m. ...
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. All prepaid expenses and deposits, and all expenses for which liability has accrued but whose payment is not yet due as of the Effective Time (including but not limited to (i) utility deposits and charges, including electricity, water and sewer charges, (ii) transferable business and license fees, including any retroactive adjustments thereof, (iii) real and personal property taxes in connection with the Assets, (iv) employee wages and operating expenses, and (v) similar prepaid and deferred items), together with all revenues and expenses arising from the operation of the Businesses, shall be prorated and adjusted between the Company and the Purchaser in accordance with the principle that 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 December 31, 2006, and the Purchaser shall be entitled to all revenues and shall be responsible for all expenses allocable to the conduct of said Business after the Effective Time. Revenues and expenses shall be allocated according to the date of death of the deceased; provided that the Company shall be responsible to pay all amounts due for markers to be delivered after the Effective Time to the extent it has received payment from the customer prior to the Effective Time. 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. (a) The items set forth on Schedule 4.4(a) attached hereto shall be prorated or adjusted between the parties hereto as of the Effective Time.
(b) At Closing, each party shall pay or credit to the other party all sums required to effectuate the prorations and adjustments contemplated by the provisions of this Section 4.4.
Certain Prorations. APPM and Shareholders shall prorate certain expenses set forth on Schedule 1.3 attached hereto of Company and Subsidiaries through the Effective Date (as defined in Section 1.4 hereof). Shareholders shall be jointly and severally responsible for paying the portion of the prorated expenses that accrued prior to the Effective Date and APPM shall be responsible for paying the portions of the prorated expenses on and subsequent to the Effective Date. Notwithstanding anything to the contrary in this Agreement, Shareholders or their respective assigns, and not APPM, shall be responsible for all costs associated with the development of the Development Centers from the Effective Date through the date that each such Development Center becomes operational and the Development Center Assets of such Development Center are transferred and assigned to a Subsidiary designated by Company as set forth in Section 4.3.
Certain Prorations. (a) The items set forth on Schedule 13.2(a) shall be prorated or adjusted between the parties hereto as of the Effective Time.
(b) On the date hereof, each party shall pay or credit to the other party all sums required to effectuate the prorations and adjustments contemplated by the provisions of this Section 13.2. If final figures have not been calculated on any of the adjustments, prorations or reimbursements as of the date hereof, then the parties hereto shall close this transaction using estimated adjustments, prorations and
