Common use of REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES Clause in Contracts

REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses with respect to the Assets (i) due and payable by the BUYER at times after the Closing Date for periods (or portions thereof) prior to the close of business on the Closing Date or (ii) paid by the SELLER prior to the close of business on the Closing Date for periods (or portions thereof) following the Closing Date, including the prepaid expenses described in Section 1.2(f) hereof and deferred expenses described in Section 1.3(d) hereof, including without limitation, all real property taxes, personal property taxes and similar ad valorem obligations levied on SELLER with respect to the Assets (“Prorated Taxes”) (whether such taxes are payable to a taxing authority, a landlord or other third party, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses relating to the Offices shall be prorated between SELLER and BUYER as of the close of business on the day immediately preceding the Closing Date (so that, for periods including but not ending on the Closing Date, such proration will be based upon the number of calendar days in the portion of such period ending on the day immediately preceding the Closing Date, and the number of calendar days in the portion of such period beginning on the Closing Date) , provided, however, that all real estate taxes and assessments, to the extent payable by SELLER and/or BUYER, shall be prorated at the Closing on the basis of the most recently certified real estate taxes and assessments, and all utility payments and lease payments shall be prorated on the basis of the best information available at Closing. Any security deposits relating to the Leased Real Estate shall be credited to the SELLER at Closing. With respect to premiums paid to the FDIC for deposit insurance for the Deposit Liabilities, it shall be assumed that all the Deposit Liabilities are insured under the Bank Insurance Fund; the proration of FDIC insurance premiums will be based on the amount of the Deposit Liabilities as of the close of business on the Closing Date and the number of days during any period for which SELLER has prepaid premiums to the FDIC but during which BUYER has held or will hold the Deposit Liabilities. For prorations, if any, which cannot be reasonably calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section 6.4 hereof.

REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses with respect to the Assets (i) due and payable by the BUYER at times after the Closing Date for periods (or portions thereof) prior to the close of business on the Closing Date or (ii) paid by the SELLER prior to the close of business on the Closing Date for periods (or portions thereof) following the Closing Date, including the prepaid expenses described in Section 1.2(f1.02(f) hereof and deferred expenses described in Section 1.3(d1.03(d) hereof, including without limitation, all real property taxes, personal property estate taxes and similar ad valorem obligations levied on SELLER with respect to the Assets (“Prorated Taxes”) (whether such taxes assessments which are payable to a taxing authority, a landlord or other third partylien but not yet due and payable, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses relating to the Offices shall be prorated between SELLER and BUYER as of the close of business on the day immediately preceding the Closing Date (so that, for periods including but not ending on the Closing Date, such proration will be based upon the number of calendar days in the portion of such period ending on the day immediately preceding the Closing DatePROVIDED, and the number of calendar days in the portion of such period beginning on the Closing Date) , provided, howeverHOWEVER, that all real estate taxes and assessments, and to the extent payable by SELLER and/or BUYERBuyer, shall be prorated at the Closing on the basis of the most recently certified real estate taxes and assessments, and all utility payments and lease payments shall be prorated on the basis of the best information available at Closing. Any security deposits relating to the Leased Real Estate shall be credited to the SELLER at Closing. With respect to premiums paid to the FDIC for deposit insurance for the Deposit Liabilities, it shall be assumed that all the Deposit Liabilities are insured under the Bank Insurance Fund; the proration of FDIC deposit insurance premiums will be based on the amount of the Deposit Liabilities as of the close of business on the Closing Date and the number of days during any period for which SELLER has prepaid premiums to the FDIC but during which BUYER has held or will hold the Deposit Liabilities. For prorations, if any, which cannot be reasonably calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section 6.4 6.04 hereof.

REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses with respect to the Assets (i) due and payable by the BUYER at times after the Closing Date for periods (or portions thereof) prior to the close of business on the Closing Date or (ii) paid by the SELLER prior to the close of business on the Closing Date for periods (or portions thereof) following the Closing Date, including the prepaid expenses described in Section 1.2(f) hereof and deferred expenses described in Section 1.3(d) hereof, including including, without limitation, all real property taxes, personal property estate taxes and similar ad valorem obligations levied on SELLER with respect to the Assets (“Prorated Taxes”) (whether such taxes assessments which are payable to a taxing authority, a landlord or other third partylien but not yet due and payable, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses relating to the Offices Offices, shall be prorated between SELLER and BUYER as of the close of business on the day immediately preceding the Closing Date (so that, for periods including but not ending on the Closing Date, such proration will be based upon the number of calendar days in the portion of such period ending on the day immediately preceding the Closing Date, and the number of calendar days in the portion of such period beginning on the Closing Date) , ; provided, however, that all real estate taxes and assessments, to the extent payable by SELLER and/or BUYER, shall be prorated at the Closing on the basis of the most recently certified real estate taxes and assessments, and all utility payments and lease payments shall be prorated on the basis of the best information available at Closing. Any security deposits relating to the Leased Real Estate shall be credited to the SELLER at Closing. With respect to premiums paid to the FDIC Federal Deposit Insurance Corporation (“FDIC”) for deposit insurance for the Deposit Liabilities, it shall be assumed that all the Deposit Liabilities are insured under the Bank Insurance Fund; the proration of FDIC insurance premiums will be based on the amount of the Deposit Liabilities as of the close of business on the Closing Date and the number of days during any period for which SELLER has prepaid premiums to the FDIC but during which BUYER has held or will hold the Deposit Liabilities. Any credits to the SELLER at Closing will be debited from the amount to be paid in the first paragraph of Section 1.4(a), and any credits to BUYER shall be added to such amount. For prorations, if any, which cannot be reasonably calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section 6.4 hereof.

REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses with respect to the Assets (i) due and payable by the BUYER at times after the Closing Date for periods (or portions thereof) prior to the close of business on the Closing Date Date, or (ii) paid by the SELLER prior to the close of business on the Closing Date for periods (or portions thereof) following the Closing Date, including the prepaid expenses described in Section 1.2(f1.02(f) hereof and deferred accrued expenses described in Section 1.3(d1.03(d) hereof, including without limitation, all real property taxes, personal property estate taxes and similar ad valorem obligations levied on SELLER with respect to the Assets (“Prorated Taxes”) (whether such taxes assessments which are payable to a taxing authority, a landlord or other third partylien but not yet due and payable, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts contracts, and similar expenses relating to the Offices Branches shall be prorated between SELLER Seller and BUYER Buyer as of the close of business on the day immediately preceding the Closing Date (so that, for periods including but not ending on the Closing Date, such proration will be based upon the number of calendar days in the portion of such period ending on the day immediately preceding the Closing Date, and the number of calendar days in the portion of such period beginning on the Closing Date) , provided, however, that all real estate taxes and assessments, and to the extent payable by SELLER Seller and/or BUYERBuyer, shall be prorated at the Closing on the basis of the most recently certified real estate taxes and assessments, and all utility payments and lease payments shall be prorated on the basis of the best information available at Closing. Any security deposits relating to the Leased Real Estate shall be credited to the SELLER Seller at Closing. With respect to premiums paid to the FDIC for deposit insurance for the Deposit Liabilities, it shall be assumed that all the Deposit Liabilities are insured under the Bank Insurance Fund; the proration of FDIC deposit insurance premiums will be based on the amount of the Deposit Liabilities as of the close of business on the Closing Date and the number of days during any period for which SELLER Seller has prepaid premiums to the FDIC but during which BUYER Buyer has held or will hold the Deposit Liabilities. For prorations, if any, which cannot be reasonably calculated as of the Closing, a post-closing Closing adjustment shall be made in the manner specified in Section 6.4 6.04 hereof.

REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses with respect to the Assets (i) due and payable by the BUYER at times after the Closing Date for periods (or portions thereof) prior to the close of business on the Closing Date or (ii) paid by the SELLER prior to the close of business on the Closing Date for periods (or portions thereof) following the Closing Date, including the prepaid expenses described in Section 1.2(f) hereof and deferred expenses described in Section 1.3(d) hereof, including without limitation, all real property taxes, personal property estate taxes and similar ad valorem obligations levied on SELLER with respect to the Assets (“Prorated Taxes”) (whether such taxes assessments which are payable to a taxing authority, a landlord or other third partylien but not yet due and payable, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses relating to the Offices shall be prorated between SELLER BANK ONE and BUYER as of the close of business on the day immediately preceding the Closing Date (so that, for periods including but not ending on the Closing Date, such proration will be based upon the number of calendar days in the portion of such period ending on the day immediately preceding the Closing Date, and the number of calendar days in the portion of such period beginning on the Closing Date) , provided, however, that all real estate taxes and assessments, to the extent payable by SELLER Seller and/or BUYERBuyer, shall be prorated at the Closing on the basis of the most recently certified real estate taxes and assessments, and all utility payments and lease payments shall be prorated on the basis of the best information available at Closing. Any security deposits relating to the Leased Real Estate shall be credited to the SELLER Seller at Closing. With respect to premiums paid to the FDIC for deposit insurance for the Deposit Liabilities, it shall be assumed that all the Deposit Liabilities are insured under the Bank Insurance Fund; the proration of FDIC insurance premiums will be based on the amount of the Deposit Liabilities as of the close of business on the Closing Date and the number of days during any period for which SELLER BANK ONE has prepaid premiums to the FDIC but during which BUYER has held or will hold the Deposit Liabilities. For prorations, if any, which cannot be reasonably calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section 6.4 hereof.

REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses with respect to the Assets (i) due and payable by the BUYER at times after the Closing Date for periods (or portions thereof) prior to the close of business on the Closing Date or (ii) paid by the SELLER prior to the close of business on the Closing Date for periods (or portions thereof) following the Closing Date, including the prepaid expenses described in Section 1.2(f1.02(f) hereof and deferred expenses described in Section 1.3(d1.03(d) hereof, including without limitation, all real property taxes, personal property estate taxes and similar ad valorem obligations levied on SELLER with respect to the Assets (“Prorated Taxes”) (whether such taxes assessments which are payable to a taxing authority, a landlord or other third partylien but not yet due and payable, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses relating to the Offices shall be prorated between SELLER BANK ONE and BUYER as of the close of business on the day immediately preceding the Closing Date (so that, for periods including but not ending on the Closing Date, such proration will be based upon the number of calendar days in the portion of such period ending on the day immediately preceding the Closing DatePROVIDED, and the number of calendar days in the portion of such period beginning on the Closing Date) , provided, howeverHOWEVER, that all real estate taxes and assessments, and to the extent payable by SELLER Seller and/or BUYERBuyer, shall be prorated at the Closing on the basis of the most recently certified real estate taxes and assessments, and all utility payments and lease payments shall be prorated on the basis of the best information available at Closing. Any security deposits relating to the Leased Real Estate shall be credited to the SELLER at Closing. With respect to premiums paid to the FDIC for deposit insurance for the Deposit Liabilities, Liabilities it shall be assumed that all the Deposit Liabilities are insured under the Bank Insurance Fund; the proration of FDIC insurance premiums will be based on the amount of the Deposit Liabilities as of the close of business on the Closing Date and the number of days during any period for which SELLER BANK ONE has prepaid premiums to the FDIC but during which BUYER has held or will hold the Deposit Liabilities. For prorations, if any, which cannot be reasonably calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section 6.4 6.04 hereof.

REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses with respect to the Assets (i) due and payable by the BUYER at times after the Closing Date for periods (or portions thereof) prior to the close of business on the Closing Date or (ii) paid by the SELLER prior to the close of business on the Closing Date for periods (or portions thereof) following the Closing Date, including the prepaid expenses described in Section 1.2(f1.02(f) hereof and deferred expenses described in Section 1.3(d1.03(d) hereof, including without limitation, all real property taxes, personal property estate taxes and similar ad valorem obligations levied on SELLER with respect to the Assets (“Prorated Taxes”) (whether such taxes assessments which are payable to a taxing authority, a landlord or other third partylien but not yet due and payable, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses relating to the Offices shall be prorated between SELLER BANK ONE and BUYER CNB as of the close of business on the day immediately preceding the Closing Date (so that, for periods including but not ending on the Closing Date, such proration will be based upon the number of calendar days in the portion of such period ending on the day immediately preceding the Closing Date, and the number of calendar days in the portion of such period beginning on the Closing Date) , provided, however, that all real estate taxes and assessments, if any, and to the extent payable by SELLER Seller and/or BUYERBuyer, shall be prorated at the Closing on the basis of the most recently certified real estate taxes and assessments, and all utility payments and lease payments shall be prorated on the basis of the best information available at Closing. Any security deposits relating to the Leased Real Estate shall be credited to the SELLER at Closing. With respect to premiums paid to the FDIC for deposit insurance for the Deposit Liabilities, Liabilities it shall be assumed that all the Deposit Liabilities are insured under the Bank Insurance Fund; the proration of FDIC insurance premiums will be based on the amount of the Deposit Liabilities as of the close of business on the Closing Date and the number of days during any period for which SELLER BANK ONE has prepaid premiums to the FDIC but during which BUYER CNB has held or will hold the Deposit Liabilities. For prorations, if any, which cannot be reasonably calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section 6.4 6.04 hereof.

REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses with respect to the Assets (i) due and payable by the BUYER at times after the Closing Date for periods (or portions thereof) prior to the close of business on the Closing Date or (ii) paid by the SELLER prior to the close of business on the Closing Date for periods (or portions thereof) following the Closing Date, including the prepaid expenses described in Section 1.2(f) hereof and deferred expenses described in Section 1.3(d) hereof, including including, without limitation, all real property taxes, personal property estate taxes and similar ad valorem obligations levied on SELLER with respect to the Assets (“Prorated Taxes”) (whether such taxes assessments which are payable to a taxing authority, a landlord or other third partylien but not yet due and payable, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses relating to the Offices Offices, shall be prorated between SELLER and BUYER as of the close of business on the day immediately preceding the Closing Date (so that, for periods including but not ending on the Closing Date, such proration will be based upon the number of calendar days in the portion of such period ending on the day immediately preceding the Closing Date, and the number of calendar days in the portion of such period beginning on the Closing Date) , ; provided, however, that all real estate taxes and assessments, to the extent payable by SELLER and/or BUYER, shall be prorated at the Closing on the basis of the most recently certified real estate taxes and assessments, and all utility payments and lease payments shall be prorated on the basis of the best information available at Closing. Any security deposits relating to the Leased Real Estate shall be credited to the SELLER at Closing. With respect to premiums paid to the FDIC Federal Deposit Insurance Corporation ("FDIC") for deposit insurance for the Deposit Liabilities, it shall be assumed that all the Deposit Liabilities are insured under the Bank Insurance Fund; the proration of FDIC insurance premiums will be based on the amount of the Deposit Liabilities as of the close of business on the Closing Date and the number of days during any period for which SELLER has prepaid premiums to the FDIC but during which BUYER has held or will hold the Deposit Liabilities. Any credits to the SELLER at Closing will be debited from the amount to be paid in the first paragraph of Section 1.4(a), and any credits to BUYER shall be added to such amount. For prorations, if any, which cannot be reasonably calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section 6.4 hereof.

REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other ------------------------------------------------ expenses with respect to the Assets (i) due and payable by the BUYER at times after the Closing Date for periods (or portions thereof) prior to the close of business on the Closing Date or (ii) paid by the SELLER prior to the close of business on the Closing Date for periods (or portions thereof) following the Closing Date, including the prepaid expenses described in Section 1.2(fSECTION 1.2(E) hereof and deferred expenses -------------- described in Section 1.3(dSECTION 1.3(D) hereof, including including, without limitation, all real property taxes, personal property estate -------------- taxes and similar ad valorem obligations levied on SELLER with respect to the Assets (“Prorated Taxes”) (whether such taxes assessments which are payable to a taxing authority, a landlord or other third partylien but not yet due and payable, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses relating to the Offices to be acquired by BUYER shall be prorated between SELLER and BUYER as of the close of business on the day immediately preceding the Closing Date (so that, for periods including but not ending on the Closing Date, such proration will be based upon the number of calendar days in the portion of such period ending on the day immediately preceding the Closing Date, and the number of calendar days in the portion of such period beginning on the Closing Date) , ; provided, however, that all SELLER shall bear the cost of any real estate property taxes due for the calendar year ended December 31, 2003, regardless of whether such taxes are payable before or after the Closing Date and assessmentsthe real property taxes for the calendar year ending December 31, to the extent payable by SELLER and/or BUYER, 2004 shall be prorated at the Closing between BUYER and SELLER on the basis of the most recently certified real estate amount of such taxes and assessmentsactually assessed for such period, if known, or if not known, on the basis of the amount of such taxes due for the calendar year ended December 31, 2003 multiplied by 105%, and all utility payments and lease payments shall be prorated on the basis of the best information available at Closing. Any security deposits relating to the Leased Real Estate shall be credited to the SELLER at Closing. With respect to premiums paid to the FDIC for deposit insurance for the Deposit Liabilities, it shall be assumed that all the Deposit Liabilities are insured under the Bank Insurance Fund; the . The proration of FDIC insurance premiums will be based on the amount of the Deposit Liabilities as of the close of business on the Closing Date and the number of days during any period for which SELLER has prepaid premiums to the FDIC but during which BUYER has held or will hold the Deposit Liabilities. For prorations, if any, which cannot be reasonably calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section SECTION 6.4 hereof.. -----------

REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other Except as otherwise expressly provided herein, all expenses with respect to the Assets (i) due and payable by the BUYER at times after the Closing Date for periods (or portions thereof) prior to the close of business on the Closing Date or (ii) paid by the SELLER prior to the close of business on the Closing Date for periods (or portions thereof) following the Closing Date, including the prepaid expenses described in Section 1.2(f1.2(d) hereof and deferred expenses described in Section 1.3(d) hereof, including including, without limitation, all real property taxes, personal property taxes estate Taxes (as defined below) which are a Lien but not yet due and similar ad valorem obligations levied on SELLER with respect to the Assets (“Prorated Taxes”) (whether such taxes are payable to a taxing authority, a landlord or other third partypayable, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses relating to the Offices Office, shall be prorated between SELLER among SELLERS and BUYER as of the close of business on the day immediately preceding the Closing Date (so that, for periods including but not ending on the Closing Date, such proration will be based upon the number of calendar days in the portion of such period ending on the day immediately preceding the Closing Date, and the number of calendar days in the portion of such period beginning on the Closing Date) , ; provided, however, that all real estate taxes and assessmentsTaxes, to the extent payable by SELLER SELLERS and/or BUYER, shall be prorated at on the Closing Date on the basis of the most recently certified real estate taxes and assessmentsrecent tax bxxx (or, and all if not available, the last available tax duplicate). All prorations shall be final. All utility payments and lease payments shall be prorated on the basis of the best information available at Closingon the Closing Date. Any SELLERS will contact all applicable utility providers to effectuate a reading on the Closing Date so that an appropriate transfer from SELLERS to BUYER can occur as of the Closing Date. SELLERS hereby agree to credit BUYER for security deposits relating to the Leased Real Estate leases included in the Assumed Contracts in an amount equal to Two Thousand Seven Hundred Thirty-Four Dollars and 46/100 ($2,734.46). Any credits to SELLERS at the Closing under this Section 1.4(c) will be added to the Acquisition Consideration, and any credits to BUYER at the Closing under this Section 1.4(c) shall be credited to subtracted from the SELLER at Closing. With respect to premiums paid to the FDIC for deposit insurance for the Deposit Liabilities, it shall be assumed that all the Deposit Liabilities are insured under the Bank Insurance Fund; the proration of FDIC insurance premiums will be based on the amount of the Deposit Liabilities as of the close of business on the Closing Date and the number of days during any period for which SELLER has prepaid premiums to the FDIC but during which BUYER has held or will hold the Deposit Liabilities. For prorations, if any, which cannot be reasonably calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section 6.4 hereofAcquisition Consideration.