Pro Rata Adjustment and Reimbursement. (a) Unless otherwise provided herein, it is the intention of the Parties that Seller will operate the Branches for its own account until the close of business on the Closing Date and that Buyer shall operate the Branches, hold the Acquired Assets and assume the Assumed Liabilities for its own account after the close of business on the Closing Date. Thus, except as otherwise specifically provided herein, items of proration and other adjustments shall be prorated as of close of business of the Branches on the Closing Date and settled between Seller and Buyer on the Closing Date whether or not such adjustment would normally be made as of such time. Items of proration and adjustment will be handled at Closing as an adjustment to the amount of funds to be delivered by Seller to Buyer, or Buyer to Seller, as appropriate, unless otherwise agreed. (b) For purposes of this Agreement, items of proration and other adjustments shall include, without limitation: (i) sales, transfer, excise and use taxes and personal and real property taxes and assessments (including real property sales, transfer and excise taxes); (ii) FDIC deposit insurance assessments (including any Special Assessments); (iii) safe deposit rental payments; and (iv) other prepaid expenses and items and accrued and unpaid liabilities, if any, as of the close of business on the Closing Date. To the extent that the amount of the foregoing items is not known on the Closing Date, such proration shall be based on the amount of such items for the prior month or year, as appropriate; provided, however, the Parties shall apportion all real property taxes as provided in paragraph (c) below and Special Assessments as provided in paragraph (d) below. (c) Buyer and Seller shall apportion pro rata all real property taxes paid or payable in connection with the Owned Real Property. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fiscal year for which the same are assessed. In the event that the applicable tax xxxx, or other information reasonably necessary for computing any such apportionment is not available on the Closing Date, the apportionment shall be made at Closing on the basis of the prior period’s real estate taxes. Within thirty (30) days after receipt by the Parties of the applicable tax xxxx or other information reasonably necessary for computing such apportionment, Buyer and Seller shall apportion the actual taxes and, if either Party paid more than its proper share thereof at Closing, the other party shall within seven (7) Business Days after written request therefore reimburse such party for the amount so expended. If, at Closing, the Owned Real Property is encumbered by an assessment that is a charge or lien against the Owned Real Property arising on or before the Closing Date, and such assessment is payable in installments, then all unpaid installments of such assessments which are due and payable after the Closing shall be paid and discharged by Buyer at or after Closing. Seller shall be responsible for payment at Closing of all accrued but unpaid installments of such assessments which are due and payable for the period prior to the Closing Date. (d) Buyer and Seller shall apportion pro rata any Special Assessment payable in connection with the Branches. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fourth quarter of 2009 even though such Special Assessment may not be due and payable until 2010. In the event that the applicable Special Assessment, or other information reasonably necessary for computing any such apportionment is not available on the Closing Date, the apportionment shall be estimated at Closing on the basis of the FDIC’s May 29, 2009 special assessment payable as of June 30, 2009. (e) Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 2.4 or otherwise contained in this Agreement, all excise, sales, use, transfer and similar Taxes that are payable or that arise as a result of the consummation of the purchase and sale contemplated by this Agreement shall be borne by Seller whether such Taxes are imposed on Seller or Buyer.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Sterling Bancshares Inc)
Pro Rata Adjustment and Reimbursement. (a) Unless otherwise provided herein, it is the intention of the Parties parties that Seller will operate the Branches for its own account until the close of business on the Closing Date and that Buyer Purchaser shall operate the Branches, hold the Acquired Assets and assume the Assumed Liabilities for its own account after the close of business on the Closing Date. Thus, except as otherwise specifically provided herein, items of proration and other adjustments shall be prorated as of close of business of the Branches on the Closing Date and settled between Seller and Buyer Purchaser on the Closing Date whether or not such adjustment would normally be made as of such time. Items of proration and adjustment will be handled at Closing as an adjustment to the amount of funds to be delivered by Seller to BuyerPurchaser, or Buyer Purchaser to Seller, as appropriate, unless otherwise agreed.
(b) . For purposes of this Agreement, items of proration and other adjustments shall include, without limitation: (i) sales, transfer, excise and use taxes and personal and real property taxes and assessments (including real property sales, transfer and excise taxes); (ii) FDIC deposit insurance assessments (including any Special Assessments)assessments; (iii) safe deposit rental payments; and (iv) other prepaid expenses and items and accrued and unpaid liabilities, if any, as of the close of business on the Closing Date. To the extent that the amount of the foregoing items is not known on the Closing Date, such proration shall be based on the amount of such items for the prior month or year, as appropriate; provided, however, the Parties parties shall apportion all real property taxes as provided in paragraph (c) below and Special Assessments as provided in paragraph (d) below.
(c) Buyer the following paragraph. Purchaser and Seller shall apportion pro rata all real property taxes paid or payable in connection with the Owned Real PropertyEstate Interests. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fiscal year for which the same are assessed. In the event that the applicable tax xxxxbxxx, or other information reasonably necessary for computing any such apportionment is not available on the Closing Date, the apportionment shall be made at Closing on the basis of the prior period’s real estate taxes. Within thirty (30) days after receipt by the Parties parties of the applicable tax xxxx bxxx or other information reasonably necessary for computing such apportionment, Buyer Purchaser and Seller shall apportion the actual taxes and, if either Party party paid more than its proper share thereof at Closing, the other party shall within seven (7) Business Days business days after written request therefore reimburse such party for the amount so expended. If, at Closing, the Owned Real Property is encumbered Estate Interests are affected by an assessment that is a charge or lien against the Owned Real Property arising on or before the Closing Date, and such assessment Date which is payable in installmentsinstallments of which the current installment is then a charge or lien, or has been paid, then all unpaid installments of such assessments which are due and to become payable after the Closing shall be paid and discharged by Buyer at or after Closing. Seller shall be responsible for payment at Closing of all accrued but unpaid installments of such assessments which are due and payable for the period prior to the Closing DatePurchaser.
(d) Buyer and Seller shall apportion pro rata any Special Assessment payable in connection with the Branches. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fourth quarter of 2009 even though such Special Assessment may not be due and payable until 2010. In the event that the applicable Special Assessment, or other information reasonably necessary for computing any such apportionment is not available on the Closing Date, the apportionment shall be estimated at Closing on the basis of the FDIC’s May 29, 2009 special assessment payable as of June 30, 2009.
(e) Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 2.4 or otherwise contained in this Agreement, all excise, sales, use, transfer and similar Taxes that are payable or that arise as a result of the consummation of the purchase and sale contemplated by this Agreement shall be borne by Seller whether such Taxes are imposed on Seller or Buyer.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Franklin Bank Corp)
Pro Rata Adjustment and Reimbursement. (a) Unless otherwise provided herein, it is the intention of the Parties that Seller will operate the Branches for its own account until the close of business on the Closing Date Effective Time and that Buyer shall operate the Branches, and hold the Acquired Assets and assume the Assumed Liabilities for its own account after the close of business on the Closing DateEffective Time. Thus, except as otherwise specifically provided herein, items of proration and other adjustments shall be prorated as of close of business of the Branches on the Closing Date Effective Time and settled between Seller and Buyer on the Closing Date as contemplated by Section 2.2 hereof whether or not such adjustment would normally be made as of such time; provided, however, that items of proration and other adjustments allocated to Buyer shall be allocated to Buyer solely to the extent such items shall apply to the Acquired Assets or the Deposits. Items of proration and adjustment will be handled at Closing as an adjustment to the amount of funds to be delivered by Seller to Buyer, or Buyer to Seller, as appropriate, unless otherwise agreedas contemplated by Section 2.2 hereof.
(b) For purposes of this Agreement, items of proration and other adjustments with respect to the Acquired Assets and the Deposits shall include, without limitation: (i) sales, transfer, excise and use taxes and personal and general real property taxes and assessments (including real property sales, transfer and excise taxes); (ii) FDIC deposit insurance assessments (including any Special Assessments)and prepayments; (iii) safe deposit rental payments; (iv) rent for any Acquired Leased Real Property, and (ivv) other prepaid expenses and items and accrued and unpaid liabilities(including security deposits), if any, as of the close of business Effective time on the Closing Date. To the extent that the amount of the foregoing items is not known on the Closing Date, such proration shall be based on the amount of such items for the prior month or year, as appropriate; provided, however, the Parties shall apportion all general real property estate taxes as provided in paragraph (c) below and Special Assessments as provided in paragraph (d) below.
(c) Buyer and Seller shall apportion pro rata all general real property estate taxes (state, county, municipal, school and fire district) paid or payable in connection with the Acquired Owned Real PropertyProperty and any special taxes or assessments, if any, upon the Acquired Owned Real Property assessed or becoming a lien in accordance with Section 2.4(e) hereof. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fiscal year for which the same are assessed. In the event that the applicable tax Tax xxxx, or other information reasonably necessary for computing any such apportionment apportionment, is not available on the Closing Date, the apportionment shall be made at Closing on the basis of the prior period’s general real estate taxes, and such apportionment shall thereafter be reconciled based on the final Tax xxxx as set forth in the remaining provisions of this clause (c). Within thirty (30) days after receipt by the Parties of the applicable tax final Tax xxxx or other information reasonably necessary for computing such apportionment, Buyer and Seller shall apportion the actual general real estate taxes and, if either Party paid more than its proper share thereof at Closing, the other party Party shall within seven (7) Business Days after written request therefore reimburse such party Party for the amount so expended. If.
(d) Notwithstanding anything to the contrary, at Closing, to the Owned Real Property is encumbered by extent that the FDIC imposes an assessment that is a charge (special or lien against the Owned Real Property arising on or before otherwise) after the Closing Date, and which assessment is applicable to deposits that were attributable to the Deposits prior to the Closing Date, then such assessment is payable in installments, then all unpaid installments of such assessments which are due shall be appropriately apportioned between Seller and payable Buyer after the Closing Date within five (5) Business Days after payment of such assessment.
(e) For purposes of this Agreement, in the case of any Straddle Period, (1) general real estate taxes for the Pre-Closing Tax Period shall be paid equal to the amount of such general real estate taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and discharged by Buyer at or after Closing. Seller the denominator of which is the number of days in the entire Straddle Period, and (2) Taxes (other than general real estate taxes) for the Pre-Closing Tax Period shall be responsible for payment at Closing computed as if such taxable period ended as of all accrued but unpaid installments the end of such assessments which are due and payable for the period prior to the Closing Date.
(d) Buyer and Seller shall apportion pro rata any Special Assessment payable in connection with the Branches. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fourth quarter of 2009 even though such Special Assessment may not be due and payable until 2010. In the event that the applicable Special Assessment, or other information reasonably necessary for computing any such apportionment is not available on the Closing Date, the apportionment shall be estimated at Closing on the basis of the FDIC’s May 29, 2009 special assessment payable as of June 30, 2009.
(ef) Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 2.4 or otherwise contained in this Agreement, all excise, sales, use, transfer transfer, recording and similar Taxes that are payable or that arise as a result of the consummation of the purchase and sale contemplated by this Agreement (collectively, the “Transfer Taxes”) shall be borne and, when due, paid one-half by Seller and one-half by Buyer, whether such Transfer Taxes are imposed on Seller or Buyer.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Firstmerit Corp /Oh/)
Pro Rata Adjustment and Reimbursement. (a) Unless otherwise provided herein, it is the intention of the Parties that Seller will operate the Branches for its own account until the close of business on the Closing Date Effective Time and that Buyer shall operate the Branches, and hold the Acquired Assets and assume the Assumed Liabilities for its own account after the close of business on the Closing DateEffective Time. Thus, except as otherwise specifically provided herein, items of proration and other adjustments shall be prorated as of close of business of the Branches on the Closing Date Effective Time and settled between Seller and Buyer on the Closing Date as contemplated by Section 2.2 hereof whether or not such adjustment would normally be made as of such time; provided, however, that items of proration and other adjustments allocated to Buyer shall be allocated to Buyer solely to the extent such items shall apply to the Acquired Assets or the Deposits. Items of proration and adjustment will be handled at Closing as an adjustment to the amount of funds to be delivered by Seller to Buyer, or Buyer to Seller, as appropriate, unless otherwise agreedas contemplated by Section 2.2 hereof.
(b) For purposes of this Agreement, items of proration and other adjustments with respect to the Acquired Assets and the Deposits shall include, without limitation: (i) sales, transfer, excise and use taxes and personal and general real property taxes and assessments (including real property sales, transfer and excise taxes); (ii) FDIC deposit insurance assessments (including any Special Assessments)and prepayments; (iii) safe deposit rental payments; (iv) rent for any Acquired Leased Real Property, and (ivv) other prepaid expenses and items and accrued and unpaid liabilities(including security deposits), if any, as of the close of business Effective time on the Closing Date. To the extent that the amount of the foregoing items is not known on the Closing Date, such proration shall be based on the amount of such items for the prior month or year, as appropriate; provided, however, the Parties shall apportion all general real property estate taxes as provided in paragraph (c) below and Special Assessments as provided in paragraph (d) below.
(c) Buyer and Seller shall apportion pro rata all general real property estate taxes (state, county, municipal, school and fire district) paid or payable in connection with the Acquired Owned Real PropertyProperty and any special taxes or assessments, if any, upon the Acquired Owned Real Property assessed or becoming a lien in accordance with Section 2.4(e) hereof. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fiscal year for which the same are assessed. In the event that the applicable tax xxxxTax bxxx, or other information reasonably necessary for computing any such apportionment apportionment, is not available on the Closing Date, the apportionment shall be made at Closing on the basis of the prior period’s general real estate taxes, and such apportionment shall thereafter be reconciled based on the final Tax bxxx as set forth in the remaining provisions of this clause (c). Within thirty (30) days after receipt by the Parties of the applicable tax xxxx final Tax bxxx or other information reasonably necessary for computing such apportionment, Buyer and Seller shall apportion the actual general real estate taxes and, if either Party paid more than its proper share thereof at Closing, the other party Party shall within seven (7) Business Days after written request therefore reimburse such party Party for the amount so expended. If.
(d) Notwithstanding anything to the contrary, at Closing, to the Owned Real Property is encumbered by extent that the FDIC imposes an assessment that is a charge (special or lien against the Owned Real Property arising on or before otherwise) after the Closing Date, and which assessment is applicable to deposits that were attributable to the Deposits prior to the Closing Date, then such assessment is payable in installments, then all unpaid installments of such assessments which are due shall be appropriately apportioned between Seller and payable Buyer after the Closing Date within five (5) Business Days after payment of such assessment.
(e) For purposes of this Agreement, in the case of any Straddle Period, (1) general real estate taxes for the Pre-Closing Tax Period shall be paid equal to the amount of such general real estate taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and discharged by Buyer at or after Closing. Seller the denominator of which is the number of days in the entire Straddle Period, and (2) Taxes (other than general real estate taxes) for the Pre-Closing Tax Period shall be responsible for payment at Closing computed as if such taxable period ended as of all accrued but unpaid installments the end of such assessments which are due and payable for the period prior to the Closing Date.
(d) Buyer and Seller shall apportion pro rata any Special Assessment payable in connection with the Branches. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fourth quarter of 2009 even though such Special Assessment may not be due and payable until 2010. In the event that the applicable Special Assessment, or other information reasonably necessary for computing any such apportionment is not available on the Closing Date, the apportionment shall be estimated at Closing on the basis of the FDIC’s May 29, 2009 special assessment payable as of June 30, 2009.
(ef) Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 2.4 or otherwise contained in this Agreement, all excise, sales, use, transfer transfer, recording and similar Taxes that are payable or that arise as a result of the consummation of the purchase and sale contemplated by this Agreement (collectively, the “Transfer Taxes”) shall be borne and, when due, paid one-half by Seller and one-half by Buyer, whether such Transfer Taxes are imposed on Seller or Buyer.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Banks, Inc)
Pro Rata Adjustment and Reimbursement. (a) Unless otherwise provided herein, it is the intention of the Parties that The Seller will own and operate the Branches for its own account until the close of business on the Closing Date and that Buyer shall Purchaser will own and operate the Branches, hold the Acquired Assets and assume the Assumed Liabilities for its own account Branches after the close of business on the Closing Date. Thus, except as otherwise specifically provided herein, items of proration and other adjustments shall be prorated as of close of business of the Branches on the Closing Date and settled between Seller and Buyer Purchaser on the Closing Date whether or not such adjustment would normally be made as of such time. Items of proration and adjustment will be handled at Closing and to the extent they are not resolved until the True-Up Date, as an adjustment to the amount of funds to be delivered by Seller to BuyerPurchaser, or Buyer Purchaser to Seller, as appropriate, unless otherwise agreed.
(b) . For purposes of this Agreement, items of proration and other adjustments shall include, without limitation: (i) sales, transfer, excise and use taxes and any personal and real property taxes and assessments (including real property sales, transfer upon all Real Property Interests and excise taxes)Personal Property; (ii) assessments for FDIC deposit insurance assessments (with respect to the Deposits, including any Special Assessments)amounts of prepaid assessments FDIC deposit insurance with respect to the Deposits for periods following the Closing Date; (iii) safe deposit rental payments; and (iv) other prepaid expenses and items or prepaid income and accrued and unpaid liabilities, if any, as of the close of business on the Closing Date. To the extent that the amount of the foregoing items is not known on the Closing Date, such proration shall be based on the amount of such items for the prior month or year, as appropriate; provided, however, the Parties parties shall apportion all real property taxes as provided in paragraph (c) below and Special Assessments as provided in paragraph (d) below.
(c) Buyer the following paragraph. Purchaser and Seller shall apportion pro rata all real property taxes Taxes paid or payable in connection with the Owned Real PropertyEstate Interests. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fiscal tax year for which the same are assessed. In the event that Seller shall use its Best Efforts to provide the applicable tax xxxx, or other information reasonably necessary for computing any such apportionment is not available on the Closing Date, but if such information is not available, the apportionment shall be made at Closing on the basis of the prior period’s real estate taxesproperty Taxes. Within thirty (30) 30 days after receipt by the Parties parties of the applicable tax xxxx or other information reasonably necessary for computing such apportionment, Buyer Purchaser and Seller shall apportion the actual taxes Taxes and, if either Party party paid more than its proper share thereof at Closing, the other party shall within seven (7) Business Days business days after written request therefore therefor, reimburse such party for the amount so expended. If, at Closing, the Owned Real Property is encumbered by an assessment that is a charge or lien against the Owned Real Property arising on or before the Closing Date, and such assessment is payable in installments, then all unpaid installments of such assessments which are due and payable after the Closing shall be paid and discharged by Buyer at or after Closing. Seller shall be responsible for payment at Closing of all accrued but unpaid installments of such assessments which are due and payable for the period prior to the Closing Date.
(d) Buyer and Seller shall apportion pro rata any Special Assessment payable in connection with the Branches. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fourth quarter of 2009 even though such Special Assessment may not be due and payable until 2010. In the event that the applicable Special Assessment, or other information reasonably necessary for computing any such apportionment is not available on the Closing Date, the apportionment shall be estimated at Closing on the basis of the FDIC’s May 29, 2009 special assessment payable as of June 30, 2009.
(e) Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 2.4 or otherwise contained in this Agreement, all excise, sales, use, transfer and similar Taxes that are payable or that arise as a result of the consummation of the purchase and sale contemplated by this Agreement shall be borne by Seller whether such Taxes are imposed on Seller or Buyer.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Encore Bancshares Inc)
