Re-Proration Sample Clauses

Re-Proration. After the Closing Date, when periodic tenant reconciliations are performed (which tenant reconciliations shall be performed no later than sixty (60) days after the end of the calendar year), Buyer and Seller shall promptly re-prorate the rent, charges and revenues under the Lease if any additional rent is due to or owed by the tenant under the terms of the Lease for the period prior to Close of Escrow. Any amounts due from one party to the other as a result of the re-proration shall be paid in cash at the time of the re-proration.
AutoNDA by SimpleDocs
Re-Proration. There shall be no re-prorations after the Closing Date of any Tenant reconciliations.
Re-Proration. If at any time within one year after the Closing Date the amount of any prorated items shall prove to have been incorrect, the party in whose favor the error was made shall pay to the other party the sum necessary to correct the error within ten (10) business days after receipt of proof of such error from the other party. Any valid xxxx that is received by Seller or Buyer after the Closing shall be prorated as of the Closing in accordance with the terms of the indemnification set forth herein, and each party liable therefor shall pay its pro rata share within ten (10) days after receipt of notice and evidence of the validity thereof. This Paragraph shall expressly survive the Closing hereunder. No re-prorations or adjustments shall be made more than one year after the Closing Date absent fraud, deceit or intentional misconduct; no re-prorations or adjustments shall be made for real property taxes (as set forth in Section 10(d)(i) above) or matters in the aggregate less than $5,000.
Re-Proration. In the event that any adjustments or prorations cannot be apportioned or adjusted at the Closing by reason of the fact that final or liquidated amounts have not been ascertained, or are not available as of such date, the parties hereto agree to apportion or adjust such items on the basis of their best estimates of the amounts at the Closing and, subject to the terms of this Agreement, to re-prorate any and all of such amounts promptly when the final or liquidated amounts are ascertained. In the event of any omission or mathematical error on the closing statement, or if the prorations, apportionments and computations shall prove to be incorrect for any reason, the same shall be promptly adjusted when determined and the appropriate party paid any monies owed. Final prorations and adjustments shall be made within, but no later than, one hundred eighty (180) days following Closing.
Re-Proration. After the Closing Date, when periodic tenant reconciliations are performed, Buyer and Seller shall promptly re-prorate the rent, charges and revenues under the Leases if (i) Buyer receives from a Tenant rent allocable to the period prior to and including the Proration Date (e.g., a Tenant’s share of operating expenses allocable to the period prior to and including the Proration Date exceeds the amount of operating expenses paid by that Tenant to Seller for that period and, as a result, the Tenant pays to Buyer additional rent under the terms of its Lease), or (ii) at any time after the Proration Date, a Tenant is entitled to be reimbursed (or receive a credit against future rent) for rent paid by the Tenant to Seller allocable to the period prior to and including the Proration Date (e.g., a Tenant’s share of operating expenses allocable to the period prior to and including the Proration Date is less than the amount of operating expenses paid by the Tenant to Seller during that period). Any amounts due from one party to the other as a result of the re-proration shall be paid in cash at the time of the re-proration.
Re-Proration. To the extent Taxes and other items were estimated at Closing or discovered to be in error after Closing, Purchaser and Seller shall make any final adjustments for prorations of such items, based upon the actual amount of such items charged to or received by the parties for the applicable fiscal periods. The parties shall make the appropriate final adjusting payment between them within 30 days after presentment by a party to the other party of its calculations, but in no event will any party present its calculations to the other party later than January 15, 2023. Seller may inspect Purchaser’s books and records related to the Property to confirm any calculations.
Re-Proration. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills) or appeals are pending, the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive Closing. Any revenue received or expense incurred by Seller or Buyer with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The proration provisions of this Agreement shall survive Closing for a period of twelve (12) months.
AutoNDA by SimpleDocs
Re-Proration. As to any Additional Rents (including all “Operating Expenses” (as such term is defined in the Lease)) that are based on estimates and that are subject to adjustment or reconciliation pursuant to the Lease after the Closing Date, Seller and Purchaser will prorate those Additional Rents at the time that those estimates are actually adjusted or reconciled pursuant to the terms of the Lease. Purchaser will deliver bills to each tenant for these adjusted Additional Rents by no later than one hundred twenty (120) days after the end of the applicable calendar year (and concurrently therewith Purchaser shall provide Seller with a statement of credit or invoice of amounts owed by Seller for Additional Rent reconciliations for the subject calendar year), and Purchaser will use commercially reasonable efforts to pursue collection of those bills. Any amounts that may be due Seller as a result of the re-prorations will be paid by Purchaser to Seller within ten (10) Business Days after the date actually collected from Tenants, and any amounts that may be due the tenants from Seller as a result of the re-prorations will be paid by Seller to Purchaser within ten (10) Business Days after Purchaser delivers a written request therefor to Seller (together with reasonable evidence of the amount due the tenants).

Related to Re-Proration

  • Proration (a) The allocation of rights to receive the Cash Consideration and the Stock Consideration among Holders will be made as set forth in this Section 2.2(a) (with the Exchange Agent to determine, consistent with Section 2.3(c), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down). (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.5(f) hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and, subject to Section 2.5(f) hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

  • Prorations The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

  • Other Prorations Water and sewer charges, propane, interest on continuing loan, and .

  • Proration of Fee If this Agreement becomes effective or terminates before the end of any month, the Fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

  • REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS (a) Because the Entire Property (of which the Property is a part) is subject to a triple net lease (as further set forth in paragraph 11(a)(i), the parties acknowledge that there shall be no need for a real estate tax proration. However, Seller represents that to the best of its knowledge, all real estate taxes and installments of special assessments due and payable in all years prior to the year of Closing have been paid in full. Unpaid real estate taxes and unpaid levied and pending special assessments existing on the date of Closing shall be the responsibility of Buyer and Seller in proportion to their respective Tenant in Common interests, pro-rated, however, to the date of closing for the period prior to closing, which shall be the responsibility of Seller if Tenant shall not pay the same. Seller and Buyer shall likewise pay all taxes due and payable in the year after Closing and any unpaid installments of special assessments payable therewith and thereafter, if such unpaid levied and pending special assessments and real estate taxes are not paid by any tenant of the Entire Property. (b) All income and all operating expenses from the Entire Property shall be prorated between the parties and adjusted by them as of the date of Closing. Seller shall be entitled to all income earned and shall be responsible for all expenses incurred prior to the date of Closing, and Buyer shall be entitled to its proportionate share of all income earned and shall be responsible for its proportionate share of all operating expenses of the Entire Property incurred on and after the date of closing.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • PRORATION PERIOD The Tenant: (check one)

  • Property Tax The Lessor shall be responsible for payment of present and future Property Tax imposed by the municipal authorities in respect of the Demised Premises.

  • Purchase Price Allocation Not more than one hundred eighty (180) days after the Closing Date, Buyer will deliver to the Members a schedule allocating the Base Purchase Price (as adjusted pursuant to Section 2.3.2) as provided in this Section 2.6. As soon as practicable after payment of each of (a) the Final Working Capital Adjustment, (b) the Earnout Amount for the fiscal year ended December 31, 2013, (c) the Earnout Amount for the fiscal year ended December 31, 2014, and (d) the Earnout Amount for the fiscal year ended December 31, 2015, Buyer will deliver to the Members a schedule allocating each such payment in accordance with this Section 2.6. Buyer and the Members agree that the aggregate amount of (a) the Base Purchase Price (as adjusted pursuant to Section 2.3.2), plus (b) the Final Working Capital Adjustment, plus (c) any Earnout Amount received shall be allocated in the following amounts or consistent with the following methodology: (a) first, to the tangible assets of the Company, (b) second, an amount not to exceed Six Hundred Thousand Dollars ($600,000) shall be allocated, solely for Tax purposes, to the non-compete described in Section 6.14, and (c) third, any remaining amount shall be allocated to goodwill and other intangible assets. Except as otherwise required by law or pursuant to a “determination” under Section 1313(a) of the Code, Buyer and the Members agree to act, and will act, and will cause their Affiliates to act, in accordance with such allocations for purposes of all income Taxes, and neither Buyer nor the Members will take any position inconsistent therewith in any Tax Return or similar filings (including IRS Form 8594), any refund claim, any litigation, or otherwise. The Parties acknowledge and agree that the allocation of the Purchase Price as set forth above shall not limit the amount of damages that Buyer may seek for any breach of the covenants contained in Article VI.

  • Tax Adjustment Tenant shall pay, as Additional Charges, an amount (hereinafter referred to as the “Tax Adjustment Amount”) equal to Tenant’s Expense Share of the amount of Taxes incurred with respect to each Lease Year; except that Tenant shall be required to pay only a pro rata amount of the Tax Adjustment Amount for the Lease Years in which the first and last days of the Term occur pro rated on a per diem basis. Tenant shall not, however, have any right to audit Landlord’s books and records pertaining to Taxes. The Tax Adjustment Amount with respect to each Lease Year shall be paid in monthly installments in advance on the first day of each and every calendar month during such Lease Year, commencing on the Commencement Date, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following receipt of actual tax bills, Landlord shall deliver to Tenant a statement setting forth (i) the actual Tax Adjustment Amount for such Lease Year; (ii) the total of the estimated monthly installments of the Tax Adjustment Amount paid to Landlord for such Lease Year; and (iii) the amount of any excess or deficiency with respect to such Lease Year. Tenant shall pay any deficiency to Landlord as shown by such statement within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Lease Year exceeds the actual Tax Adjustment Amount due from Tenant for such Lease Year, at Landlord’s option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!