Proration of Certain Charges. The following taxes, charges and payments ("CHARGES") shall, to the extent not reflected in the Closing Balance Sheet, be prorated on a per diem basis and apportioned between the Sellers and the Buyer as of the date of the Closing: personal property, use, intangible taxes, utility charges, rental or lease charges, license fees, general assessments imposed with respect to the Purchased Assets, employee payrolls and insurance premiums. The Sellers shall be liable for that portion of the Charges relating to, or arising in respect of, periods on or prior to the Closing Date and the Buyer shall be liable for that portion of the Charges relating to, or arising in respect of, any period after the Closing Date.
Proration of Certain Charges. (a) Except as otherwise provided in this Agreement, all installments of special assessments or other charges on or with respect to the Purchased Assets payable by the Seller for any period in which the Closing shall occur, including, without limitation, base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing and each party shall pay its proportionate share promptly upon the receipt of any xxxx, statement or other charge with respect thereto. If such charges or rates are assessed either based upon time or for a specified period, such charges or rates shall be prorated as of 12:01 a.m., central standard time, on the Closing Date. If such charges or rates are assessed based upon usage of utility or similar services, such charges shall be prorated based upon meter readings taken on the Closing Date.
(b) All refunds, reimbursements, installments of base rent, additional rent, license fees or other use related revenue receivable by any party to the extent attributable to the operation of the Purchased Business for any period in which the Closing shall occur shall be prorated so that the Seller shall be entitled to that portion of any such installment applicable to any period before the Closing Date, and if the Purchaser or the Seller, as the case may be, shall receive any such payments after the Closing Date, it shall promptly remit to the other party its share of such payments.
(c) The prorations pursuant to this Section 5.13 may be calculated after the Closing, as each item to be prorated (including without limitation any such obligation, assessment, charge, refund, reimbursement, rent installment, fee or revenue) accrues or comes due, provided that, in any event, any such proration shall be calculated not later than 30 days after the party requesting proration of any item obtains the information required to calculate such proration.
Proration of Certain Charges. The following charges and payments may be prorated on a per diem basis and apportioned between each party transferring Contributed Assets on the one hand and the Company on the other, as of the Closing Date: property taxes, utility charges, prepaid items, license and permit fees, and similar charges imposed with respect to the Contributed Assets. To the extent not reflected on the Final Working Capital Statement, each party transferring Contributed Assets shall be liable for (and shall reimburse the Company to the extent the Company shall have paid) that portion of such charges Relating to, or arising in respect to, periods on or prior to the Closing Date, and the Company shall be liable for (and shall reimburse the Party contributing such assets to the extent the contributing party shall have paid) that portion of the charges Relating to, or arising in respect to, periods after the Closing Date.
Proration of Certain Charges. The following taxes, charges and payments ("Charges") shall be prorated on a per diem basis and apportioned between Seller and the L.P. as of the Closing Date: personal property, use, intangible taxes, license fees, and general assessments imposed with respect to the Purchased Assets. Seller shall be liable for that portion of the Charges relating to, or arising in respect of, periods on or prior to the date of the Closing and the L.P. shall be liable for that portion of the Charges relating to, or arising in respect of, any period after the date of the Closing.
Proration of Certain Charges. In determining the value of any Balance Sheet Item (as hereinafter defined), particularly the Assumed Liabilities, for purposes of calculating the Purchase Price (as hereinafter defined) or any Purchase Price Adjustment (as hereinafter defined), the following items shall, at the times set forth below, be prorated retroactively effective as of midnight on the Closing Date, with all such items attributable to periods prior to 12:01 a.m. on the Closing Date being for the sole account of Seller and all such items attributable to periods after the Closing Date being for the sole account of Buyer: (i) on the Closing Date, the rent, taxes, fees and deposits of Seller or applicable to the Assets, and (ii) as promptly as practicable following the Closing Date, but in any event no later than three (3) months thereafter, the water, sewer, gas, electricity, telephone and other utilities charges applicable to the Assets.
Proration of Certain Charges. The following taxes, charges and payments ("Charges") shall be prorated on a per diem basis and apportioned between the Seller and the Buyer as of the date of the Closing: real property, use, intangible taxes, utility charges, rental or lease charges, license fees, general assessments imposed with respect to the Purchased Assets and employee payrolls. The Seller shall be liable for that portion of the Charges relating to, or arising in respect of, periods on or prior to the date of the Closing and the Buyer shall be liable for that portion of the Charges relating to, or arising in respect of, any period after the date of the Closing. At the Closing, the Buyer and the Seller shall agree upon the amounts of such charges as each party shall be responsible.
Proration of Certain Charges. In furtherance of Sections 2.3 and 2.4, the following taxes, charges and payments with respect to the Purchased Assets (“Charges”) shall be prorated on a per diem basis and apportioned between Sellers and Purchaser as of the Closing Date: personal property, use and intangible taxes; utility charges; rental or lease charges; license fees; general assessments; employee payrolls and insurance premiums. Sellers shall be liable for that portion of the Charges relating to, or arising in respect of, periods on or prior to the Closing Date and Purchaser shall be liable for that portion of the Charges relating to, or arising in respect of, any period after the Closing Date.
Proration of Certain Charges. To the extent scheduled to be incurred ---------------------------- (in the ordinary course of business consistent with past practice) over a period beginning before the Closing Date and ending after the Closing Date, the following charges and payments shall be prorated on a per diem basis and apportioned between Parent and its affiliates, on the one hand, and Purchaser, on the other, as of the Closing Date: utility charges, prepaid items, license and permit fees, and similar charges (but not including Taxes other than real and personal property taxes (including all state, county, city, town, school, fire district, garbage district and other special taxes, and also including any special assessments or conditional levies)) imposed with respect to the Carve Out Business. Parent and its Affiliates shall be liable for (and shall reimburse Purchaser to the extent Purchaser shall have paid) that portion of such charges relating to, or arising in respect of, periods on or prior to the Closing Date, and Purchaser shall be liable for (and shall reimburse Parent and its Affiliates to the extent Parent or its Affiliates shall have paid) that portion of such charges relating to, or arising in respect of, periods after the Closing Date; provided, however, that Parent and its Affiliates shall not be liable for any -------- ------- portion of such charges to the extent reflected as a Current Liability on the Closing Working Capital Statement.
Proration of Certain Charges. Schedule 9.2 attached hereto sets forth a list of any taxes, charges and
Proration of Certain Charges. The following charges and payments will be prorated on a per diem basis and apportioned between Sellers, on the one hand, and Buyers, on the other, as of the Closing Date: property taxes, utility charges, prepaid items, license and permit fees, and similar charges imposed with respect to the Assets. Sellers will be liable for (and will reimburse Buyers to the extent Buyers will have paid) that portion of such charges relating to, or arising in respect of, periods on or prior to the Closing Date, and Buyers will be liable for (and will reimburse Sellers to the extent Sellers will have paid) that portion of the charges relating to, or arising in respect of, periods after the Closing Date.
