Common use of Proration of Certain Expenses Clause in Contracts

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 such item. 5.15

Proration of Certain Expenses. (a) Except Subject to Section 11.1 with respect to Taxes, and except as may otherwise provided be set forth in this a Facility Lease Agreement, all installments rents and other payments (including any prepaid amounts) due under the Real Property Leases and any other leases constituting part of special assessments or other charges on or with respect to the Purchased Assets payable by Seller shall be prorated between Sellers, on the one hand, and Purchaser, on the other hand, as of the Closing Date. Sellers shall be jointly and severally 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 beginning prior under the Real Property Leases or any such other leases up to and ending on 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 (in each case that are Purchased Assets) after the Closing Date, including base rent, common area maintenance, royalties. In addition, all municipalpayments due to utility services, utility or authority charges for watertelephone services, sewer, electric or gas charges, garbage or waste removal, postage and cost of fuel, other monthly service and similar agreements shall be prorated so that Seller between Sellers, on the one hand, and Purchaser, on the other hand, as of the Closing Date. Sellers shall be jointly and severally responsible for payment of the portion of any such installment applicable amounts due for utility and other services provided up to the portion of such period occurring prior to and including 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 amounts due for utility and other services provided after the Closing Date. Each Party Purchaser or any Seller (as applicable) shall pay its proportionate share promptly upon the receipt full amount of any xxxx, statement valid invoices under such utility or other charge with respect thereto. If such charges services or rates are assessed either based upon time or for a specified period, such charges or rates leases received by it and shall be prorated as of 12:01 A.M. Eastern Time on promptly reimbursed by the Closing Date. If other party for 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 party’s share of such paymentsexpenses. (c) The prorations pursuant Notwithstanding the foregoing, Sellers shall be jointly and severally responsible for all liabilities relating to this Section 5.14 may be calculated after the Closing Dateany pending insurance premium or any other audits, as each item to be prorated (including any such obligationfuture audits, 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 due on insurance policies of any item obtains the information required to calculate such proration of such item. 5.15Seller.

Proration of Certain Expenses. (a) Except as otherwise provided in this Agreement, all installments of special assessments or other charges on or Section 12.2 with respect to Taxes, all expenses and other payments in respect of all rents, utilities and other payments (including any prepaid amounts) due under any leases constituting part of the Purchased Assets payable by Seller for any period beginning prior to shall be prorated between Seller, on the one hand, and ending Purchaser, on or after the other hand, as of 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 all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), utilities, charges and other payments of any kind accruing during any period under any such installment applicable leases up to the portion of such period occurring prior to and including the Closing Date and Date. Purchaser shall be responsible for payment of the portion of all such rents, utilities, charges and other payments accruing during any period under any such installment applicable to the portion of such period occurring on or leases after the Closing Date. Each Party Purchaser shall pay its proportionate share promptly upon the receipt full amount of any xxxx, statement or other charge with respect thereto. If invoices received by it and shall submit a request for reimbursement to Seller for Seller’s share of 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 expenses and ending on or after the Closing Date shall be prorated so that Seller shall be entitled to pay the portion full amount of any such installment applicable to the portion of such period occurring prior to the Closing Date invoices received by it 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 reimburse Seller for Purchaser’s share of such paymentsexpenses. (c) The prorations pursuant to this Section 5.14 may be calculated after If a party notifies the Closing Date, as each item to be prorated (including other party of any dispute regarding 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 invoice within 30 days after the Party requesting proration of any item obtains the information required to calculate such proration its receipt of such iteminvoice, then the parties will negotiate in good faith in an effort to resolve such dispute. 5.15If the parties are unable to resolve such dispute within 30 days after receipt of an invoice, then either party may submit such dispute to the Independent Accounting Firm. The determination by the Independent Accounting Firm will be conclusive and binding upon the parties. The fees and expenses of the Independent Accounting Firm will be allocated by such accounting firm and are to be paid by Seller, on the one hand, and by Purchaser, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Purchaser, respectively bears to the aggregate amount actually contested by Seller and Purchaser.

Proration of Certain Expenses. (a) Except as otherwise provided in this AgreementSubject to the provisions of Section 2.4, all installments of special assessments or other charges on or with respect operating expenses related to the Purchased Assets payable by Seller for any period beginning prior to and ending on or after the Closing DateBranches, including base all real estate Taxes, personal property Taxes (tangible or intangible), rent, lease charges (including, without limitation, common area maintenance, royaltiesinsurance and property Taxes expenses), all municipalutility, utility or authority water and sewer charges for water, sewer, electric or gas charges, garbage or waste removaland assessments, and cost of fuelmaintenance and service expenses, as well as premiums paid to the FDIC, and assessments paid to the Deposit Insurance Fund, each with respect to the Deposits, shall be prorated so that between the Buyer and the Seller shall be responsible for payment as of the portion close of any business on the Closing Date such installment applicable that all such expenses related to the portion operation of such period occurring the Branches on and prior to the Closing Date and Purchaser shall be responsible for payment of paid by the portion of any Seller and all such installment applicable expenses related 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 Branches after the Closing Date shall be prorated so that paid by the Buyer. To the extent any such expense has been prepaid by the Seller for a period extending beyond the Closing Date, there shall be entitled a proportionate monetary adjustment of the Purchase Price in favor of the Seller in accordance with the immediately preceding sentence. Any unearned noninterest income associated with the Branches, except that interest related to the portion Excluded Assets or as otherwise specifically provided in this Agreement, shall also be adjusted pro rata between the parties as of any such installment applicable the Closing Date. Any expense relating to the portion Branches that accrues after the Closing Date shall be paid by the Buyer. In allocating expenses related to assessments paid to the Deposit Insurance Fund with respect to the Deposits, the allocation shall be based on the relevant assessment rate multiplied by the dollar amount of such period occurring prior to the Deposits as of the Closing Date and Purchaser shall be entitled to prorated based on the portion number of any such installment applicable to days in the portion of such period occurring on or latest quarter before and after the Closing Date. If Purchaser or SellerThe relevant assessment rate shall be: (i) for special assessments, the announced special assessment rate as it applies to the case may beBuyer, and (ii) for regular assessments, shall receive any such payments after be 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 average initial base assessment rate published by 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 such item. 5.15FDIC under Risk Category I.