Common use of PRORATED EXPENSES Clause in Contracts

PRORATED EXPENSES. Sellers shall be responsible for all Prorated Expenses (defined below) incurred in the operation of the Company Owned Stores prior to the Closing Date (the “Sellers’ Prorated Responsibilities”). Purchaser shall be responsible for all Prorated Expenses incurred in the operation of the Company Owned Stores on the Closing Date and thereafter (the “Purchaser’s Prorated Responsibilities”). “Prorated Expenses” shall mean all charges and fees customarily prorated and adjusted in similar transactions which shall be prorated by and between Sellers and Purchaser on a per diem basis as of the Closing Date, including, without limitation, rents of any kind (including additional rent), real property ad valorem taxes, utilities, payroll taxes and assessments, and telephone charges. On or before the ninetieth (90th) day following the Closing Date (the “Post Closing Reconciliation Date”), Sellers and Purchaser shall cooperate to determine the amount of the Sellers’ Prorated Responsibilities that have been paid by Purchaser and the amount of the Purchaser’s Prorated Responsibilities that have been paid by Sellers (and shall provide documentation sufficient to demonstrate such payment). If Sellers and Purchaser determine that the amount of (i) the Sellers’ Prorated Responsibilities that have been paid by the Purchaser is greater than (ii) the amount of the Purchaser’s Prorated Responsibilities that have been paid by Sellers, then the Sellers shall pay to the Purchaser such difference within sixty (60) Business Days of the Post-Closing Reconciliation Date. If Seller and Purchaser determine that the amount of (i) the Purchaser’s Prorated Responsibilities that have been paid by Sellers is greater than (ii) the amount of the Sellers’ Prorated Responsibilities paid by Purchaser, then Purchaser shall pay to Sellers such difference within sixty (60) Business Days of the Post-Closing Reconciliation Date.

PRORATED EXPENSES. Sellers shall be responsible for all Prorated Expenses (defined below) incurred in the operation of the Company Owned Stores Store prior to the Closing Date (the “Sellers’ Prorated Responsibilities”). Purchaser shall be responsible for all Prorated Expenses incurred in the operation of the Company Owned Stores Store on the Closing Date and thereafter (the “Purchaser’s Prorated Responsibilities”). “Prorated Expenses” shall mean all charges and fees customarily prorated and adjusted in similar transactions which shall be prorated by and between Sellers and Purchaser on a per diem basis as of the Closing Date, including, without limitation, rents of any kind (including additional rent), real property ad valorem taxes, utilities, payroll taxes and assessments, and telephone charges. On or before the ninetieth (90th) day following the Closing Date (the “Post Closing Reconciliation Date”), Sellers and Purchaser shall cooperate to determine the amount of the Sellers’ Prorated Responsibilities that have been paid by Purchaser and the amount of the Purchaser’s Prorated Responsibilities that have been paid by Sellers (and shall provide documentation sufficient to demonstrate such payment). If Sellers and Purchaser determine that the amount of (i) the Sellers’ Prorated Responsibilities that have been paid by the Purchaser is greater than (ii) the amount of the Purchaser’s Prorated Responsibilities that have been paid by Sellers, then the Sellers shall pay to the Purchaser such difference within sixty (60) Business Days of the Post-Closing Reconciliation Date. If Seller and Purchaser determine that the amount of (i) the Purchaser’s Prorated Responsibilities that have been paid by Sellers is greater than (ii) the amount of the Sellers’ Prorated Responsibilities paid by Purchaser, then Purchaser shall pay to Sellers such difference within sixty (60) Business Days of the Post-Closing Reconciliation Date.