PRORATION OF OBLIGATIONS Sample Clauses

PRORATION OF OBLIGATIONS. Each of the Assumed Obligations (as such term is defined in Section 3.5) shall be prorated between Buyer, as one party, and Seller, as the other party, as of the Closing Date. Additionally, there may be other obligations and payments relating to the Purchased Assets and the underlying business where amounts paid or to be paid cover time periods straddling the Closing Date (for example, utility bills, phone bills, prepayments on contracts, license fees, etc.), and these obligations shall also be prorated between Buyer, as one party, and Seller, as the other party, as of the Closing Date. For example, assuming any such obligation or Assumed Obligation requires calendar quarterly payments of $1,200 and that the Closing Date is June 1, 2002, Seller shall be responsible for $800 of the payment and Buyer shall be responsible for $400 of the payment for that quarter. Proration payments between the parties shall be made approximately every thirty (30) days following the Closing Date, with appropriate documentation to be made available to substantiate claims for reimbursement or payment of prorated amounts.
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PRORATION OF OBLIGATIONS. In addition to the Assumed Obligations, there shall be other obligations and payments relating to the Purchased Assets and the underlying business where amounts paid or to be paid cover time periods straddling the Closing Date (for example, utility bills, phone bills, prepayments on contracts, license fees, etc.), and these obligations shall also be prorated between Buyer, as one party, and Seller, as the other party, as of the Closing Date. Proration payments between the parties shall be made approximately every thirty (30) days following the Closing Date, with appropriate documentation to be made available to substantiate claims for reimbursement or payment of prorated amounts.
PRORATION OF OBLIGATIONS. Assignor has paid and shall indemnify, defend and hold Assignee harmless from and against any and all fees, costs and expenses which arose and/or accrued prior to the Effective Date with respect to the Assigned Property. As part of the Assigned Property, Assignor hereby assigns to Assignee any and all deposits with the City, other governmental agencies or other parties in respect of the Assigned Property. From and after the Effective Date, Assignee shall pay and indemnify, defend and hold Assignor harmless from and against any and all fees, costs, expenses and additional deposits which accrue, arise or are required from and after the Effective Date with respect to the Assigned Property. EXHIBIT "G" -1- CONFIDENTIAL TREATMENT

Related to PRORATION OF OBLIGATIONS

  • Termination of Obligations Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.

  • Payment of Obligations Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be.

  • Mitigation of Obligations If any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.18 or Section 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

  • Duration of Obligations The Manager’s obligation to provide Disentanglement Services will continue during the period commencing on the date that a Termination Notice is delivered and ending on the date on which the Successor Manager or the re-engaged Manager assumes all of the obligations of the Manager hereunder (the “Disentanglement Period”).

  • Payment of Obligations and Taxes Make timely payment of all assessments and taxes and all of its liabilities and obligations including, but not limited to, trade payables, unless the same are being contested in good faith by appropriate proceedings with the appropriate court or regulatory agency. For purposes hereof, the Borrower's issuance of a check, draft or similar instrument without delivery to the intended payee shall not constitute payment.

  • Assumption of Obligations Any buyer or transferee of Lessor's interest in this Lease, whether such transfer is by agreement or by operation of law, shall be deemed to have assumed Lessor's obligation under this Paragraph 15. Each Broker shall be an intended third party beneficiary of the provisions of Paragraph 1.10 and of this Paragraph 15 to the extent of its interest in any commission arising from this Lease and may enforce that right directly against Lessor and its successors.

  • Payment of Obligation 44 8.2 Covenants......................................................................................44 8.3

  • Release of Obligations If the Delivery Date has not occurred on or prior to the Cut-Off Date (including by reason of the Aircraft not being completed and delivered, the Owner Participant's failure to make the full amount of its Commitment available in accordance with the terms of Section 3.02 hereof and no transferee Owner Participant having been identified pursuant to Section 3.05(a) hereof), then, in such event, the Owner Trustee shall not purchase the Aircraft from AVSA, and subject to the last sentence of Section 3.05(a) hereof the parties to the Operative Agreements shall have no further obligations or liabilities under any of said Operative Agreements with respect to the Aircraft, including the obligation of the Owner Participant to participate in the payment of the Purchase Price, and such documents shall terminate and have no further force or effect with respect to the Aircraft; provided, however, that if the last sentence of Section 3.05(a) hereof does not apply the Lessee shall provide, no later than the Cut-Off Date, notice of prepayment to the Indenture Trustee and the Certificates shall be prepaid on the 15th day following the Cut-Off Date as provided in Section 6.02(a)(vi) of the Original Indenture and Section 17.02(c) hereof and provided further, that (i) the Lessee's obligation to pay any Transaction Costs as provided in Section 3.04 hereof (to the extent such section is applicable) and to indemnify such parties to the extent provided in such documents, shall not be diminished or modified in any respect and (ii) the obligations of the Owner Trustee, the Indenture Trustee and the Lessee to return funds and pay interest, costs, expenses and other amounts thereon or in respect thereof as provided in Section 3.02 hereof shall continue.

  • Confirmation of Obligations Executive hereby confirms and agrees to his continuing obligation under the Agreement after termination of employment not to directly or indirectly disclose to third parties or use any Confidential Information (as defined in the Agreement) that he may have acquired, learned, developed, or created by reason of his employment with the Company.

  • Repayment of Obligations Notwithstanding anything to the contrary contained herein, the Borrower shall repay the Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, Increased Costs, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders and all other Obligations (other than unmatured contingent indemnification obligations) in full on the Facility Maturity Date.

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