Pro-Rata Adjustment of Income and Expenses Sample Clauses

Pro-Rata Adjustment of Income and Expenses. All rents, utility payments, real estate taxes and assessments, personal property taxes, and similar expenses and charges relating to the physical plant of the Branch and other expenses relating to the Deposit Liabilities assumed and/or the operation of the Branch, shall be prorated between the parties as of the Closing Date on the basis of a 365-day year. To the extent any such item has been prepaid by Seller for a period extending beyond the Closing Date, there shall be an adjustment in such amount to the payment contemplated by Section 2.1 in favor of Seller. Any unearned non-interest income associated with the Branch, except as otherwise specifically provided in this Agreement, shall also be adjusted pro rata between the parties as of the Closing Date. Any expense relating to the Branch which is attributable to the period on and after the Closing Date will be paid by Purchaser. Immediately prior to the Closing, Purchaser and Seller shall review any overdrafts and Purchaser shall provide notice to Seller that Purchaser either accepts or refuses to accept any such overdrafts. If Purchaser accepts any such overdrafts, such overdrafts shall transfer to Purchaser as of the Closing. Conversely, if Purchaser refuses any such overdrafts, any such overdrafts and the accounts to which they relate shall remain with Seller after the Closing.
Sample 1
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Pro-Rata Adjustment of Income and Expenses. All rents, utility payments, safety deposit box fees, real and personal property taxes and similar expenses and charges relating to the physical plant of the Branches, shall be prorated between the parties as of the close of business on the Closing Date. To the extent any such item has been prepaid by the Seller for a period extending beyond the Closing Date, there shall be an adjustment in such amount to the payment in Sections 1.12 and 1.13 in favor of the Seller. To the extent that current real property tax bills or utility bills are unavailable on the Closing Date, such amounts shall be prorated based upon the most recent bills available and this shall be a final settlement. Any unearned non-interest income associated with the Branches, except as provided in Section 1.3(b) or otherwise specifically provided in this Agreement, shall also be adjusted pro rata between the parties as of the close of business on the Closing Date. Any expense relating to the Branches which arises on and after the close of business on the Closing Date will be paid by the Purchaser.
Sample 1
Pro-Rata Adjustment of Income and Expenses. (a) The parties hereto intend that Seller shall operate the Branches and perform the obligations of the Deposits for its own account until the Closing Date and that Purchaser shall operate the Branches and perform the obligations under the Deposits for its own account from and after the Closing Date. Therefore, except as otherwise specifically provided in this Agreement, items of expense directly attributable to the operation of the Branches (which shall not include any general overhead expenses of Seller) shall be prorated as of the close of business on the Closing Date, whether or not such adjustment would normally be made as of such time, including, without limitation: (i) telephone, electric, gas, water, and other utility services (to the extent it is not possible to transfer such services into the name of Purchaser as of the Closing Date); (ii) taxes and similar charges and expenses associated with the Fixed Assets; (iii) rents, safety deposit box fees and real and personal property taxes; (iv) unearned non-interest income associated with the Branches, except as provided in Section 1.3(d) or otherwise specifically provided in this Agreement; and (v) similar expenses related to the Assets transferred hereunder. To the extent that current real property tax bills or utility bills are unavailable on the Closing Date, such amounts shall be prorated based upon the most recent bills available and this shall be a final settlement. To the extent any such item (i) has been prepaid by Seller for a period extending beyond the Closing Date, there shall be a proportionate adjustment in favor of Seller, and (ii) has not been paid by Seller for any period prior to the Closing Date, there shall be a proportionate adjustment in favor of Purchaser. The parties hereto acknowledge and agree that any assessment related to deposit insurance premiums shall not be prorated between the parties, such that Seller shall be responsible for premiums (and entitled to any refund of the same) required on the Deposits for the period prior to the Closing, and Purchaser shall be responsible for the premiums required on the Deposits for the period after the Closing.
Sample 1
Pro-Rata Adjustment of Income and Expenses. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller will operate the Branches for its own account and own the Assets (and all rights associated therewith) until the close of business on the Closing Date, and that Purchaser shall operate the Branches, own the Assets and assume the Liabilities (and all rights associated therewith) for its own account from and after the close of business on the Closing Date. Thus, except as otherwise specifically provided in this Agreement, items of income and expense shall be prorated on a per diem basis as of the close of business on the Closing Date, and shall be settled between Seller and Purchaser as of the Closing Date or as of the date set forth in Section 1.13(b)(4). Items of proration will be handled as an adjustment to the Estimated Purchase Price and the Adjusted Purchase Price, unless otherwise agreed by the parties hereto.
Sample 1
Pro-Rata Adjustment of Income and Expenses. All rents, utility payments, real estate taxes and assessments, personal property taxes, and similar expenses and charges relating to the physical plant of the Branch and the Fixed Assets and other expenses relating to the Deposit Liabilities assumed and/or the operation of the Branch (including insurance premiums paid or payable to the FDIC attributable to the Deposit Liabilities), will be prorated between the parties as of the Closing Date on the basis of a 365-day year. To the extent any such item has been prepaid by Seller for a period extending beyond the Closing Date, there will be an adjustment in such amount to the payment contemplated by Section 2.1 in favor of Seller. Any expense relating to the Branch which is attributable to the period on and after the Closing Date will be paid by Purchaser.
Sample 1
Pro-Rata Adjustment of Income and Expenses. All rents, utility payments, real and personal property taxes and similar expenses and charges relating to the physical plant of the Branches, and the Federal Deposit Insurance Corporation (“FDIC”) premium and other expenses relating to the Deposit Liabilities assumed and/or the operation of the Branches, shall be pro-rated between the parties as of the Closing Date on the basis of a 365-day year. To the extent any such item has been prepaid by Seller for a period extending beyond the Closing Date, there shall be a proportionate monetary adjustment in favor of Seller. Any unearned noninterest income associated with the Branches, except as provided in Section 1.3(b) or otherwise specifically provided in this Agreement, shall also be adjusted pro rata between the parties as of the Closing Date. Any expense relating to the Branches which arises on and after the Closing Date will be paid by Purchaser.
Sample 1
Pro-Rata Adjustment of Income and Expenses. All rents, utility payments, personal property taxes, and similar expenses and charges relating to the physical plant of the Branches, and any assessment made by the Federal Deposit Insurance Corporation (“FDIC”) and other expenses relating to the Deposit Liabilities assumed and/or the operation of the Branches, shall be prorated between the parties as of the Closing Date on the basis of a 365-day year. To the extent any such item has been prepaid by the Seller for a period extending beyond the Closing Date, there shall be an adjustment in such amount to the payment contemplated by Section 2.1 in favor of the Seller. Any unearned non-interest income associated with the Branches, except as otherwise specifically provided in this Agreement, shall also be adjusted pro rata between the parties as of the Closing Date. Any expense relating to the Branches which is attributable to the period on and after the Closing Date will be paid by the Purchaser. In the event the Purchaser, as of the Effective Time, paid to the Seller an amount equal to an overdraft and such overdraft has not been collected by the Purchaser within forty-five (45) days of Closing, the Purchaser shall have the right to receive payment from the Seller in an amount equal to the price paid by the Purchaser to the Seller for such overdraft. The Purchaser shall use commercially reasonable efforts consistent with practices it follows for its own accounts to collect such overdrafts prior to the expiration of such forty-five (45) day period and to assist the Seller in collecting overdrafts after repurchase by the Seller; provided, however, that the Purchaser’s commercially reasonable efforts to collect overdrafts shall not require that it initiate or pursue any legal action against any person.
Sample 1
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Related to Pro-Rata Adjustment of Income and Expenses

  • Payment of Transfer Taxes, Fees and Other Expenses The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares received by an Employee in connection with the Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

  • Payment of increased costs The Borrower shall pay to the Agent, on the Agent’s demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.

  • Indemnity for Taxes, Reserves and Expenses (a) If after the date hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):

  • Board Expenses The Company shall reimburse the non-employee directors for all reasonable out-of-pocket expenses incurred (consistent with the Company’s policies) in connection with their role as a director of the Company.

  • Termination Fees and Expenses (a) The Company agrees that:

  • Annual Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise.

  • Compensation, Expenses and Indemnity The Administrator shall serve without compensation for services rendered hereunder. The Administrator is authorized at the expense of the Employer to employ such legal counsel and/or recordkeeper as it may deem advisable to assist in the performance of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid by the Employer.

  • Compensation; Allocation of Costs and Expenses In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

  • Earn-Out Payments (i) Promptly, but in any event within five (5) Business Days, after the Escrow Agent’s receipt of joint written instructions (“Earn-Out Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for any Earn-Out Year there has been a final determination in accordance with Section 2.2 of the Share Exchange Agreement (but subject to Sections 2.4 and 2.5 of the Share Exchange Agreement) with respect to the Earn-Out Payment for such Earn-Out Year or the Alternative Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an “Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with such Earn-Out Payment Instructions (A) to the Sellers in an amount equal to the Earn-Out Payment (excluding for the avoidance of doubt, the amount of any Accrued Dividends payable by the Purchaser separate from the Escrow Account) less the sum of (I) the Reserved Amount (as defined below) as of the date of such payment, and (II) the amount of any Indemnification Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments that were not earned by the Sellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out Release Date.

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