Proration of Certain Expenses. Subject to Section 2.4(c) and Section 10.2 with respect to Taxes, all expenses and other payments in respect of the Owned Property and all rents and other payments (including any prepaid amounts) due under the Real Property Leases and any other leases constituting part of the Purchased Assets shall be prorated between the Company, on the one hand, and Purchaser, on the other hand, as of the Closing Date. The Company shall be responsible for all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other payments of any kind accruing during any period under the Real Property Leases or any such other leases up to and including the Closing Date. Purchaser shall be responsible for all such rents, charges and other payments accruing during any period under the Real Property Leases or any such other leases after the Closing Date. Purchaser shall pay the full amount of any invoices received by it and shall submit a request for reimbursement to the Company for the Company’s share of such expenses and the Company shall pay the full amount of any invoices received by it and Purchaser shall reimburse the Company for Purchaser’s share of such expenses.
Proration of Certain Expenses. Subject to the provisions of Section 2.4, all rentals, real estate taxes, personal property taxes (tangible or intangible), and utility, water and sewer charges and assessments, as well as semiannual assessments paid to the Bank Insurance Fund or the Savings Association Insurance Fund with respect to the Deposits, shall be prorated between Buyer and Seller as of the close of business on the Closing Date.
Proration of Certain Expenses. Except as otherwise provided in Section 9.6 with respect to Taxes, all expenses and other payments in respect of the Seller Properties, including all rents and other payments (including utilities, insurance and any prepaid amounts) due under the Real Property Leases and any other leases constituting part of the Purchased Assets, shall be prorated between Sellers, on the one hand, and Purchasers, on the other hand, as of the Effective Time. Sellers shall be responsible for all payments with respect to Seller Properties, including rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other payments of any kind accruing during any period under the Real Property Leases or any such other leases up to and including the Effective Time. Purchasers shall be responsible for all payments with respect to Seller Properties, including rents, charges and other payments accruing during any period under the Real Property Leases or any such other leases after the Effective Time. Prior to the finalization of the Closing Balance Sheet, each Purchaser shall pay the full amount of any invoices received by it and Seller’s share of such expenses shall be accounted for in the Closing Balance Sheet. After the Closing Balance Sheet has been finalized, each Purchaser shall pay the full amount of any invoices received by it and shall submit a request for reimbursement to the appropriate Seller for such Seller’s share of such expenses and such Seller shall pay the full amount of any invoices received by it and the appropriate Purchaser shall reimburse such Seller for such Purchasers’ share of such expenses.
Proration of Certain Expenses. (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 Seller for any period beginning prior to and ending on or after the Closing Date, including 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 prorated so that Seller shall be responsible for payment of the portion of any such installment applicable to the portion of such period occurring prior to the Closing Date and Purchaser shall be responsible for payment of the portion of any such installment applicable to the portion of such period occurring on or after the Closing Date. 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. Eastern 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 44 operation of the DCB Business for any period beginning prior to and ending on or after the Closing Date shall be prorated so that Seller shall be entitled to the portion of any such installment applicable to the portion of such period occurring prior to the Closing Date and Purchaser shall be entitled to the portion of any such installment applicable to the portion of such period occurring on or after the Closing Date. If Purchaser or Seller, as the case may be, shall receive any such payments after the Closing Date, such Party shall promptly remit to such other Party its share of such payments.
(c) The prorations pursuant to this Section 5.14 may be calculated after the Closing Date, as each item to be prorated (including 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 of...
Proration of Certain Expenses. Subject to Section 11.2 with respect to Taxes, all expenses and other payments in respect of all rents and other payments (including any prepaid amounts) due under any leases constituting part of the Purchased Assets shall be prorated between the Sellers, on the one hand, and Purchaser, on the other hand, as of the Closing Date. The Sellers shall be responsible for all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other payments of any kind accruing during any period under any such leases up to and including the Closing Date. Purchaser shall be responsible for all such rents, charges and other payments accruing during any period under such leases after the Closing Date. Purchaser shall pay the full amount of any invoices received by it and shall submit a request for reimbursement to Sellers for the Sellers’ share of such expenses and Sellers shall pay the full amount of any invoices received by it and Purchaser shall reimburse Sellers for Purchaser’s share of such expenses.
Proration of Certain Expenses. All prepaid expenses and all accrued and unpaid expenses shall be prorated between Purchaser and Seller as of the Closing Date; provided, however, that (I) all property Taxes as to the Owned Real Estate shall be prorated on the basis of the most recently certified tax duplicate and rates; (ii) all real property taxes and other expenses or charges required to be paid by Seller as tenant under any lease pursuant to which Seller leases any of the Leased Real Property (“Lease”) shall be prorated based upon amounts paid by Seller during the current lease year as to any period that includes but extends after the Closing Date; (iii) all utility payments paid (excluding any such payment paid by Seller to a landlord, which shall be covered by clause (ii) hereof) shall be prorated on the basis of the best information available at the Closing Date. All security deposits under any Lease, together with any accrued but unpaid interest payable thereon, shall be credited to Seller. All prepaid expenses that are allocable to Purchaser hereunder shall appear as an asset on the preliminary or final closing statement. To the extent that expenses allocable to Seller hereunder have been accrued and not paid by Seller prior to the Closing Date, they shall appear as a liability on the preliminary or final closing statement. There shall be no post-closing adjustment for any of the foregoing.
Proration of Certain Expenses. All prepaid expenses and all deferred expenses shall be prorated between BUYER and SELLER as of the close of business on the Closing Date; provided, however, that all utility payments shall be prorated on the basis of the best information available at Closing. All prorations shall be paid on the Closing Date to the party entitled to the benefit of the proration; provided, however, that in the event that any prorations cannot be calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section 6.05 hereof.
Proration of Certain Expenses. All wages and salaries of employees, if any, offered employment pursuant to Section 8.1(a) hereof, all rents, real estate taxes, personal property taxes, utility payments, the most recent semi-annual assessment payable to the FDIC relating to the Deposits, any social security and unemployment taxes and any workers’ compensation payments relating to the any employees offered employment pursuant to Section 8.1(a) hereof shall be prorated between the parties as of the Closing Date. To the extent that any such item has been prepaid by Seller for a period extending beyond the Closing Date, Buyer shall pay Seller a proportionate amount of such item for such period; and to the extent that any such item has been deferred by Seller to a time extending beyond the Closing Date, Seller shall pay Buyer a proportionate amount of such item allocated for the period prior to the Closing Date. Within thirty (30) calendar days after the Closing Date, Seller shall provide Buyer with a statement, together with supporting documentation and certified by an authorized officer of Seller, calculating the amounts due Seller or Buyer, as the case may be, under this Section 2.7. The parties shall use their reasonable best efforts to agree upon the amounts in such statement promptly. Prior to 2:00 p.m. (Eastern Time) on the third Banking Day following the date that Buyer notifies Seller that it agrees with the amounts set forth in such statement, Buyer shall pay to Seller, or Seller shall pay to Buyer, as appropriate, in immediately available funds to an account designated in writing by such party at least two Banking Days prior to the date of such payment, the amount calculated under this Section as being due to such party.
Proration of Certain Expenses. Except as otherwise provided in Article XI with respect to Taxes, all expenses and other payments in respect of all rents and other payments (including any prepaid amounts) due under the Real Property Leases, Personal Property Leases and any other leases constituting part of the Purchased Assets or the Assumed Liabilities shall be prorated between Seller, on the one hand, and Purchaser, on the other hand, as of the Closing Date (based on the relative number of days in the portion of the period up to and including the Closing Date and the portion of the period after the Closing Date, respectively). Purchaser shall pay the full amount of any invoices received by it and Seller shall reimburse Purchaser for Seller’s share of such expenses, and Seller shall pay the full amount of any invoices received by it and Purchaser shall reimburse Seller for Purchaser’s share of such expenses.
Proration of Certain Expenses. To the extent not reflected on the Closing Statement, real property, personal property and other ad valorem Taxes, rents, utility charges and similar expenses of Sellers related to the Transferred Assets shall be allocated between Buyer, on the one hand, and Sellers, on the other, on the basis of a daily proration and the net amount owing from Buyer to Sellers or from Sellers to Buyer on account of such proration shall be paid at such time as the post-closing adjustment is paid pursuant to Section 2.3.
