Pro Rata Adjustments Clause Samples

Pro Rata Adjustments. When dividends are not paid in full (or duly provided for) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period) upon the Series A Preferred Stock and any Parity Stock, all dividends declared upon the Series A Preferred Stock and all such Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued but unpaid dividends per share of Series A Preferred Stock and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the related Dividend Period) bear to each other.

Pro Rata Adjustments. The following adjustments shall be computed as of the Closing Date and prorated at the Closing:

Pro Rata Adjustments. All charges for water, sewer, electricity, natural gas, homeowner’s 121 association/condominium dues and rents shall be prorated between the parties as of the closing date. 122 SIGHT UNSEEN CONDITION: Buyer(s) intends to purchase Property sight unseen: 🞎 Yes 🞎 No If “Yes,” see 123 attached SIGHT UNSEEN ADDENDUM. 124 INSPECTIONS AND INVESTIGATIONS: Buyer(s) is advised by ▇▇▇▇▇▇(s)/Agent(s) to obtain inspections and 125 investigations as allowed in the Contingencies section. Buyer(s) acknowledges that ▇▇▇▇▇(s) should make inquiries and 126 consult government agencies, lenders, insurance agents, architects, and other appropriate persons and entities concerning 127 the use of the Property and the surrounding areas under applicable building, zoning, fire, health, and safety codes, and for 128 evaluation of potential hazards. Buyer(s) shall keep the Property free and clear of liens, shall indemnify and hold Seller(s) 129 harmless from all liability, claims, demands, damages, and costs, and shall be responsible for repair of all damages arising 130 from the inspections. The Inspection Period is the Buyer’s sole opportunity to discover any existing defects prior to Closing. 131 Buyer(s) waives any claim for an item warranted by the Seller(s) if ▇▇▇▇▇(s) becomes aware of such claim during the 132 Inspection Period and does not notify the Seller(s) in writing of such. Buyer(s) specifically releases, holds harmless, and 133 indemnifies Broker(s) from any liability for any defects in the Property. If Buyer(s) requests repairs, Buyer(s) shall provide 134 Seller(s) and Broker(s) upon receipt, at no cost, copies of referenced reports, if any, concerning the Property obtained by 135 Buyer(s). 136 All inspections and/or tests shall be done by inspector(s) or tester(s) of Buyer’s choice, at ▇▇▇▇▇’s sole expense. Inspector(s) 137 or tester(s) should be qualified to do the inspections and/or tests. If a home inspector is used in North Dakota, the home 138 inspector must be licensed through the State of North Dakota. The qualifications of other inspector(s) or tester(s) must be 139 evidenced by any applicable license or professional designation. Buyer(s) shall not have the right to do intrusive testing 140 without the prior written authorization of Seller(s). For purposes of this form, “intrusive testing” shall mean any testing, 141 inspection or investigation that changes the Property from its original condition or otherwise damages the Property. 142 Inspections and/or tests ...

Pro Rata Adjustments. In the event that an Educator’s first day of Initial Term is after the first day of school for new teachers for any reason, the School may adjust the Educator’s salary and benefits on a pro-rata basis in proportion to that percentage of the School Year for which Educator is available to fulfill teaching duties as assigned by the School.

Pro Rata Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if Participant’s Separation from Service occurs prior to the Participant’s performance of services as a Director for which Stock Units have been allocated to the Participant’s Deferred Compensation Account, the Committee, in its sole discretion, may make a pro rata adjustment in the number of shares of Common Stock distributable to the Participant upon the Participant’s Separation from Service to account for such services not performed.

Pro Rata Adjustments. Any computation made on the basis of a stated period shall be adjusted on a pro rata basis to take into account any initial or final period which is a partial period. For purposes of this Subsection, a month shall be taken as a month containing 30 days and a year shall be taken as containing 360 days.

Pro Rata Adjustments. (a) For purposes of this Agreement, all operating expenses and fees accrued or prepaid on or prior to the Effective Time for which and to the extent that Buyer receives the benefit after the Effective Time, including, without limitation, wages, salaries, real estate and personal property Taxes and assessments, Federal Deposit Insurance Corporation (“FDIC”) deposit insurance assessments, amounts advanced under the Assumed Contracts, utility payments, telephone charges, other ordinary operating expenses of the Branches and other expenses related to the Assets or Assumed Liabilities, shall be prorated between the parties as of the Effective Time. All amounts prepaid relating to Safe Deposit Contracts or agreements shall be prorated through the Effective Time, and all deposits paid thereon, if any, shall be paid to Buyer. Notwithstanding Seller’s normal practices and procedures, to the extent that Seller has paid expenses that are expenses allocable to Buyer pursuant to this Section 1.8(a), such expenses shall appear as “Prepaid Expenses” on the Preliminary Balance Sheet, or, if not allocable as of the date the Preliminary Balance Sheet is calculated (the “Preliminary Balance Sheet Date”), on the Final Balance Sheet. Notwithstanding Seller’s normal practices and procedures, to the extent that expenses have been incurred but not paid by Seller on or prior to the Effective Time, they shall appear as “Accrued Expenses” on the Preliminary Balance Sheet or, if not incurred by the Preliminary Balance Sheet Date, on the Final Balance Sheet. (b) Buyer and Seller shall apportion pro rata all real property Taxes paid or payable in connection with the 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 ▇▇▇▇, 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 ▇▇▇▇ 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...

Pro Rata Adjustments. The Administrative Agent may, at the time of incurrence thereof, adjust the amortization payment to be made to any applicable Lender in conjunction with the incurrence of any Delayed Draw Term Loans, Incremental Term Loans or Extended Term Loans (in each case, solely to the extent such Delayed Draw Term Loans, Incremental Term Loans or Extended Term Loans otherwise have the same terms and conditions as existing Term Loans) in order to maintain the pro rata allocation of amortization payments between and among Term Loans that otherwise have the same terms and conditions but are incurred on different dates. With respect to any Incremental Term Loan or Extended Term Loan, such amortization payment shall be as specified in the applicable amendment, Extension Offer or joinder agreement.

Pro Rata Adjustments. A Pro Rata Adjustment is calculated separately for each withdrawal, creating a decrease in the death benefit proportional to the decrease the withdrawal makes in the Contract Value. Pro Rata Adjustments are made for amounts withdrawn for partial surrenders and any associated negative MVAs and surrender charges (which shall be deemed to be amounts withdrawn) but not for any contract fee-related surrenders. The death benefit will equal the greatest of (1), (2), or (3):