No Proration. If the aggregate number of Series B and C Cash Election Shares is 20% or less than the number of PSP11 Series B and C Shares outstanding as of the record date for the meeting of shareholders of PSP11 referred to in Section 7.2.1, then each such Series B and C Cash Election Share shall be converted in the Merger into the right to receive $17.71 in cash.
No Proration. (Choose One) Buyer Seller will pay taxes billed summer (year) Buyer Seller will pay taxes billed winter (year) Calendar Year Proration (all taxes billed or to be billed in the year of the closing). Calendar year tax levies will be estimated, if necessary, using the taxable value and the millage rate(s) in effect on the day of closing, broken down to a per diem tax payment and prorated to the date of closing with Seller paying for January 1 to day of closing. Fiscal Year Proration – Taxes will be prorated as though they are paid in (Choose One) Advance Arrears Fiscal Year will be assumed to cover a 12 month period from date billed, and taxes will be prorated to the date of closing. Fiscal year tax levies will be estimated, if necessary, using the taxable value and millage rate(s) in effect on the day of closing, broken down to a per diem tax payment and prorated to the date of closing with Seller paying to day of closing. Exceptions/Additions:
No Proration. If the aggregate number of AOPP Cash Election Shares is 20% or less than the number of AOPP Shares outstanding as of the record date for the meeting of shareholders of AOPP referred to in Section 7.2.2, then each such AOPP Cash Election Share shall be converted in the Merger into the right to receive $24.19 in cash.
No Proration. After the Payment Deadline, any reduction in the number of anticipated Guests shall not obligate the Operator to reduce the Tour Fee.
No Proration. Buyer shall assume payment of all real estate taxes, water and sewer charges, and other charges or assessments against the Premises, and there shall be no proration. The taxes due as of July 24, 2023 were approximately $21,244.61, more or less. (Initials – to acknowledge the above)
No Proration. No proration or refund of any Permit application fee, license fee, or independent contractor costs will be provided after a review of the Permit application or where the City has commenced a review. There shall also be no proration or refund of any use, costs, or fees based upon removal on a permanent basis unless that removal is based solely upon the City’s direction to remove with no relocation site being available for the Telecommunications Licensee’s Facilities within the City.
No Proration. If the total number of Stock Election Shares is equal to or less than the Maximum Stock Election Number then, subject to Section 3.01(g)(iii), all such Stock Election Shares, shall be converted into the right to receive the Stock Consideration from New Holdco in accordance with the terms of Section 3.01(b) and Section 3.01(c).
No Proration. Notwithstanding anything to the contrary contained in the Phase I Purchase Agreement, the parties hereby acknowledge and agree that all expenses relating to common area maintenance, insurance and taxes for the Property for 1997 (collectively, the "1997 Expenses"), and all reimbursements by 127 Tenants therefor, shall not be prorated. At the Closing Seller shall deliver to Buyer all invoices for the 1997 Expenses and all reimbursements for the 1997 Expenses that Seller has received prior to the Closing Date and Buyer shall be responsible for paying all such 1997 Expenses to the appropriate parties and collecting all additional 1997 Expenses from the Tenants.
No Proration. In the event that neither paragraph (e) nor paragraph (f) of this Section 3.3 is applicable, all Cash Election Shares shall be converted into the right to receive Cash Consideration (in addition to Warrant Consideration) and all Stock Election Shares shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests in accordance with Section 3.4) (in addition to Warrant Consideration).
No Proration. No General Taxes, rents, prepaid expenses, or utility charges shall be charged to AMI or USS to the extent reflected in the Net Worth of Alside and the Operations determined as of the date specified in Paragraph 5.
