Common use of Proration; Other Closing Date Adjustments Clause in Contracts

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller will operate the Branches for its own account until 11:59 p.m., local time, on the Closing Date, and that Purchaser shall operate the Branches, hold the Assets and assume the Assumed Liabilities for its own account after the Closing Date. Thus, except as otherwise specifically provided in this Agreement, certain items of income and expense that relate to the Assets, the Deposits and the Branches shall be prorated as provided in Section 3.4(b) as of 11:59 p.m., local time, on the Closing Date. Those items being prorated will be handled at the Closing as an adjustment to the Purchase Price, or if not able to be calculated, in the Final Closing Statement, unless otherwise agreed by the parties hereto. (b) For purposes of this Agreement, items of proration and other adjustments shall include: (i) base rental and additional rental payments under the Branch Leases, the Equipment Leases and the Tenant Leases and periodic payments under the Assumed Contracts; (ii) FDIC deposit insurance assessments; (iii) wages, salaries and employee compensation, benefits and expenses; (iv) trustee or custodian fees on Deposits in IRAs and Kxxxx Accounts; (v) to the extent relating to the Assets or the Assumed Liabilities, prepaid expenses and items and accrued but unpaid liabilities, as of the close of business on the Closing Date; (vi) safe deposit rental payments previously received by Seller; (vii) property Taxes; (viii) water, sewer, fuel and utility charges; and (ix) other prepaid items of income and expense applicable specifically to the operation of the Branches.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties Parties that Seller will operate the Branches and the Xxxxxxx Xxxxxx for its own account and own the Purchased Assets until 11:59 p.m., local time, on the Closing DateEffective Time, and that Purchaser shall operate the Branches, hold own the Purchased Assets and assume the Assumed Liabilities for its own account from and after the Closing DateEffective Time. Thus, except as otherwise specifically provided in this Agreement, certain all items of income and expense that relate to the Assets, the Deposits and the Branches shall be prorated as provided of the Effective Time, and shall be settled between the Parties in accordance with Section 3.4(b) 3.4 or as of 11:59 p.m., local time, on the Closing Date. Those items being prorated will be handled at the Closing as an adjustment to the Purchase Price, or if not able to be calculated, in the Final Closing Statement, unless otherwise agreed to by the parties heretoParties. (b) For purposes of this Agreement, items of proration and other adjustments shall include: , without limitation, (i) base rental and additional rental other payments under the Branch Leases or ATM Leases, the Equipment Leases and the Tenant Leases and periodic payments under the Assumed Contractsexcluding security deposits; (ii) FDIC deposit insurance assessmentssales, real estate, use and property taxes (other than such sales, real estate, use and property taxes that arise as a result of the transactions contemplated by this Agreement which shall be paid by Seller in accordance with Section 4.1); (iii) wages, salaries insurance premiums and employee compensation, benefits assessments paid or payable to the FDIC attributable to insurance coverage for the Deposit Liabilities for the period from and expensesafter the Closing Date (which shall be prorated solely for the assessment for the calendar quarter during which the Closing occurs); (iv) trustee fees for customary annual or custodian fees on Deposits in IRAs and Kxxxx Accountsperiodic licenses or permits; (v) to the extent relating to the Assets or the Assumed Liabilities, prepaid expenses and items and accrued but unpaid liabilities, as of the close of business on the Closing Date; (vi) safe deposit rental payments previously received by Seller; (vii) property Taxes; (viii) water, sewer, fuel and utility charges; and (ixvi) other prepaid items of income and expense applicable specifically expense, in each case calculated as of the Effective Time. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the Closing Date for any items of proration, the Parties shall apportion the charges for any such items of proration on the basis of the xxxx for such item for the most recent billing period prior to the operation of Closing Date or as otherwise agreed to by the BranchesParties.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller will operate the Branches Branch for its own account and own the Loans and other Purchased Assets (and all rights associated therewith) until 11:59 p.m., local time, the close of business on the Closing Date, and that Purchaser shall operate the BranchesBranch, hold own the Loans and other Purchased Assets and assume the Deposit Liabilities and other Assumed Liabilities (and all rights associated therewith) for its own account from and after the close of business on the Closing Date. Thus, except as otherwise specifically provided in this Agreement, certain items of income and expense that relate to the Assets, the Deposits and the Branches shall be prorated as provided in Section 3.4(b) as of 11:59 p.m., local time, the close of business on the Closing DateDate (subject to proration pursuant to Section 3.3(a), and shall be settled between Seller and Purchaser as of the Closing Date or as of the date set forth under Section 3.3(a)). Those items being prorated Items of proration will be handled at the Closing as an adjustment to the Purchase Price, or if Price and not able as adjustments to be calculated, in the Final Closing StatementEstimated Payment Amount, unless otherwise agreed by the parties hereto. (b) For purposes of this Agreement, items of proration and other adjustments shall include: , without limitation: (i) base rental amounts prepaid and additional rental payments under the Branch Leases, the Equipment Leases and the Tenant Leases and periodic payments under the Assumed Contractsunused for safe deposit rentals; (ii) FDIC deposit insurance assessmentssales, real estate and use taxes (other than such sales, real estate transfer and use taxes that arise as a result of the transactions contemplated by this Agreement which shall be paid by Purchaser or by Seller in accordance with Section 4.1 hereof); (iii) wages, salaries and employee compensation, benefits and expenses; (iv) trustee insurance premiums paid or custodian fees on Deposits in IRAs and Kxxxx Accounts; (v) payable to the extent relating FDIC attributable to insurance coverage for the Assets or Deposit Liabilities for the Assumed Liabilities, prepaid expenses period from and items and accrued but unpaid liabilities, as of the close of business on after the Closing Date; (viiv) safe deposit rental payments previously received by Sellerfees for customary annual or periodic licenses or permits; (vii) property Taxes; (viiiv) water, sewer, fuel and utility charges; and (ixvi) other prepaid items of income accrued and expense applicable specifically to the operation unpaid vacation balance (not in excess of the Branches.greater of 25 days or provisions of Purchaser's policy for each Transferred Employee) of Transferred Employees; (vii) prepaid real and personal property taxes; and

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller will operate the Branches and the Office for its own account and own the Loans and other Purchased Assets (and all rights associated therewith) until 11:59 p.m., local time, the close of business on the Closing Date, and that Purchaser shall operate the BranchesBranches and the Office, hold own the Loans and other Purchased Assets and assume the Deposit Liabilities and other Assumed Liabilities (and all rights associated therewith) for its own account from and after the close of business on the Closing Date. Thus, except as otherwise specifically provided in this Agreement, certain all items of income and expense that relate to the Assets, the Deposits and the Branches shall be prorated as provided in Section 3.4(b) as of 11:59 p.m., local time, the close of business on the Closing Date. Those items being prorated will , and shall be handled at the Closing settled between Seller and Purchaser in accordance with Section 3.3 or as an adjustment to the Purchase Price, or if not able to be calculated, in the Final Closing Statement, unless otherwise agreed to by the parties heretoparties. (b) For purposes of this Agreement, items of proration and other adjustments shall include: , without limitation, (i) base rental amounts prepaid and additional rental payments under the Branch Leases, the Equipment Leases and the Tenant Leases and periodic payments under the Assumed Contractsunused for safe deposit rentals; (ii) FDIC deposit insurance assessmentsrental and other payments under the Leases, including security deposits; (iii) wagessales, salaries real estate, use and employee compensationproperty taxes (other than such sales, benefits real estate, use and expensesproperty taxes that arise as a result of the transactions contemplated by this Agreement which shall be paid by Purchaser in accordance with Section 4.1); (iv) trustee insurance premiums paid or custodian fees on Deposits in IRAs payable to the FDIC attributable to insurance coverage for the Deposit Liabilities for the period from and Kxxxx Accountsafter the Closing Date; (v) assessments paid or payable to the extent relating OCC attributable to the Assets or the Assumed Liabilities, prepaid expenses Business from and items and accrued but unpaid liabilities, as of the close of business on after the Closing Date; (vi) safe deposit rental payments previously received by Sellerfees for customary annual or periodic licenses or permits; (vii) property Taxes; (viii) water, sewer, fuel and utility charges; and (ixviii) other prepaid items of income and expense applicable specifically expense, in each case calculated as of the close of business on the Closing Date; provided that items of proration and other adjustments shall not include commitment and other fees paid in advance by Customers with respect to the operation Loans. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the BranchesClosing Date for any of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the xxxx therefor for the most recent billing period prior to the Closing Date or as otherwise agreed to by the parties.