Common use of Proration of Certain Expenses Clause in Contracts

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. Except as otherwise provided in Subject to Section 9.6 11.2 with respect to Taxes, all expenses and other payments in respect of the Seller Properties, including all rents and other payments (including utilities, insurance utilities and any prepaid amounts) due under the Real Property Leases Lease and any other leases constituting part of the Purchased Assets, Assets shall be prorated between SellersSeller and the Selling Subsidiaries, on the one hand, and PurchasersPurchaser and its designated Affiliates, on the other hand, as of the Effective TimeClosing Date. Sellers Seller 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 Lease or any such other leases up to and including the Effective TimeClosing Date. Purchasers Purchaser or its designated Affiliates shall be responsible for all payments with respect to Seller Properties, including such rents, charges and other payments accruing during any period under the Real Property Leases Lease or any such other leases after the Effective TimeClosing Date. 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 or its designated Affiliates 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 or its designated Affiliates shall reimburse such Seller for such Purchasers’ Purchaser’s share of such expenses. Each such reimbursements shall be paid no later than 15 days after the responsible party’s receipt of notice requesting such reimbursement with reasonable and appropriate evidence of the basis for such request (including reasonable documentation showing payment by the requesting party).

Proration of Certain Expenses. Except as otherwise provided in Subject to Section 9.6 11.2 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, Assets shall be prorated between SellersSeller and the Subsidiaries, on the one hand, and PurchasersPurchaser, on the other hand, as of the Effective TimeClosing Date. Sellers Seller 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 TimeClosing Date. Purchasers Purchaser shall be responsible for all payments with respect to Seller Properties, including such rents, charges and other payments accruing during any period under the Real Property Leases (other than the Excluded Real Property Leases) or any such other leases that are Purchased Assets after the Effective TimeClosing Date. 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 pro rata share of such expenses expenses, along with any supporting documentation that Seller may reasonably request, 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’ Purchaser’s share of such expenses.

Proration of Certain Expenses. Except as otherwise provided in Section 9.6 10.2 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, Assets shall be prorated between SellersSeller, on the one hand, and PurchasersPurchaser, on the other hand, as of the Effective Closing Time. Sellers Seller 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 Closing Time. Purchasers Purchaser shall be responsible for all payments with respect to Seller Properties, including such rents, charges and other payments accruing during any period under the Real Property Leases or any such other leases after the Effective Closing 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 timely 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 pursuant to the preceding sentences, and, likewise, Seller shall timely pay the full amount of any invoices received by it and the appropriate Purchaser shall reimburse such Seller for such Purchasers’ Purchaser’s share of such expenses.

Proration of Certain Expenses. Except as otherwise provided in Subject to Section 9.6 11.2 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 Assumed Real Property Leases Lease and any other leases constituting part of the Purchased Assets, Assets shall be prorated between SellersSeller and the Subsidiaries, on the one hand, and PurchasersPurchaser, on the other hand, as of the Effective TimeClosing Date. Sellers Seller 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 Assumed Real Property Leases Lease or any such other leases up to and including the Effective TimeClosing Date; provided, that Seller reserves the right to dispute any Taxes owed with respect to any computer equipment leases assumed by Purchaser. Purchasers Subject to any disputed Tax payments as set forth above, Purchaser shall be responsible for all payments with respect to Seller Properties, including such rents, charges and other payments accruing during any period under the Assumed Real Property Leases Lease or any such other leases that are Purchased Assets after the Effective TimeClosing Date. 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’ Purchaser’s share of such expenses.

Proration of Certain Expenses. Except as otherwise provided in Subject to Section 9.6 11.2 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, Assets shall be prorated between SellersSeller, on the one hand, and PurchasersPurchaser, on the other hand, as of the Effective TimeClosing Date. Sellers Seller 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 TimeClosing Date. Purchasers Purchaser shall be responsible for all payments with respect to Seller Properties, including such rents, charges and other payments accruing during any period under the Real Property Leases or any such other leases after the Effective TimeClosing Date. 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’ Purchaser’s share of such expenses. Notwithstanding the foregoing, Seller shall be solely responsible for all liabilities relating to pending insurance premium audits including any future audits due on insurance policies of Seller (except for audits under insurance policies assigned to and assumed by Purchaser and relating to periods from and after the Closing). In addition, Purchaser will be responsible for night shift labor expense on Sunday, June 18, 2006, only to the extent such labor expenses relate to sales deliveries scheduled on or subsequent to the Closing Date.

Proration of Certain Expenses. Except as otherwise provided in Section 9.6 11.2 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 Assets will be prorated between Sellers, on the one hand, and PurchasersPurchaser, on the other hand, as of the Effective TimeClosing Date. Sellers shall will be responsible for all payments with respect to Seller Properties, including rents (including any percentage rent, and additional rent and any accrued tax and operating expense reimbursements and escalations), charges 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 TimeClosing Date. Purchasers shall Purchaser will be responsible for all payments with respect to Seller Properties, including such rents, charges charges, and other payments accruing during any period under the Real Property Leases or any such other leases after the Effective TimeClosing Date. Prior to the finalization of the Closing Balance Sheet, each Purchaser shall will pay the full amount of any invoices received by it and Seller’s will submit a request for reimbursement to Sellers for Sellers’ share of such expenses shall be accounted for in the Closing Balance Sheet. After the Closing Balance Sheet has been finalizedexpenses, each Purchaser shall and Sellers will pay the full amount of any invoices received by it it, and shall submit a request Purchaser will reimburse Sellers for reimbursement to the appropriate Seller for such SellerPurchaser’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.