Prorations as of the Closing Date Sample Clauses

Prorations as of the Closing Date. Prior to the Closing Date, the Seller and the Buying Parties shall each use their reasonable efforts to notify all applicable electric, gas, telephone and other utility companies of the transaction contemplated by this Agreement and of the Closing Date. To the extent any utility companies have not otherwise made arrangements with the Seller and the Buying Parties with respect to the charges related to the Business for the billing period in which the transaction contemplated by this Agreement occurs, the Seller and the Buying Parties shall mutually agree on the proration of all such charges, which shall fairly allocate the charges as of the Effective Time. The prorations shall be reflected in the Final Statement. Sales, use, deed and other transfer taxes and customary closing fees attributable to the sale of the Purchased Assets or the Business on the Closing Date pursuant to this Agreement shall be borne equally by the Seller and the Buyer. Recording fees and documentary taxes shall be paid by the Buyer.
Sample 1
AutoNDA by SimpleDocs
Prorations as of the Closing Date. Prior to the Closing Date, Buyer and Seller shall use their Best Efforts to notify all applicable electric, gas, telephone and other utility companies of the transactions contemplated by this Agreement and the Closing Date. To the extent any of such utility companies have not otherwise made arrangements with Buyer and Seller with respect to charges related to the Transferred Assets and the operating of the Business for the billing period in which the transaction contemplated by this Agreement occurs, Buyer and Seller shall mutually agree on a proration of all such charges for the billing period in which the Closing occurs, which proration shall fairly allocate such charges as of the Effective Time, and shall be included as Other Accrued Payables in the Closing Net Working Capital as set forth on Exhibit G. The following items attributable to the Transferred Assets and the operation of the Business associated with the Transferred Assets shall be prorated as of the Closing Date based upon amounts for the applicable billing period immediately preceding the billing period in which the Closing occurs, and shall be included as Other Accrued Payables in the Closing Net Working Capital as set forth on Exhibit G:
Sample 1
Prorations as of the Closing Date. To the extent not taken into account in the Final Net Working Capital Calculation, Buyer and Sellers agree that the following items attributable to the Transferred Assets and the operation associated with the Transferred Assets shall be prorated as of the Closing Date pursuant to the best information available to Sellers and Buyer, with Sellers to be responsible for and to receive the benefit of the same for the period through the end of the day before the Closing Date, and Buyer to be responsible for and to receive the benefit of the same on and after the day constituting the Closing Date:
Sample 1

Related to Prorations as of the Closing Date

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Closing Deliveries of the Company The obligations of Parent and Merger Subs to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by Parent, at or prior to the Closing, of each of the following conditions:

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Actions at Closing At the Closing, the following actions will take place:

Time is Money Join Law Insider Premium to draft better contracts faster.