Closing Date Prorations definition

Closing Date Prorations shall have the meaning set forth in Section 2.9(b).

Closing Date Prorations means the Closing Working Capital Adjustment Amount, Closing Indebtedness, Closing Transaction Expenses and Closing Cash.

Closing Date Prorations means the Closing Working Capital Adjustment Amount, Closing Indebtedness, Closing Transaction Expenses and Closing Cash. “Closing Indebtedness” means the amount, if any, required at Closing to discharge in full all outstanding Indebtedness as of the Closing Date.

Examples of Closing Date Prorations in a sentence

• Except for the Assumed Obligations, Purchaser's Closing Date Prorations, and the obligations of Purchaser set forth in Section 2.4(d), there are no liabilities of Seller relating to the Purchased Assets, accrued, contingent, or otherwise (known or unknown and asserted or unasserted), for which Purchaser may become liable as a result of the transactions contemplated by this Agreement or which might encumber the Purchased Assets after the Closing.

• If the parties cannot resolve a disagreement as to such calculation within three (3) business days thereafter, they shall promptly submit the disagreement to an arbitrator mutually selected by the parties (the "Arbitrator"), whose decision with respect to such Closing Date Prorations (which decision must be rendered within ten (10) business days after submission) will be final and binding.

• Within ninety (90) days after each Closing Date, the Seller will prepare and notify Purchaser of the Closing Date Prorations applicable to such Closing Date.

• If Purchaser disagrees with Seller's calculation of Closing Date Prorations, Purchaser will notify Seller within five (5) business days after receipt of the calculation.

• This is also reflected in the 2011 Report of the Ombudsman where (page 137) it is stated that the institution has no “financial independence”.