Prorated Expenses definition
Prorated Expenses means all charges and fees customarily prorated and adjusted in similar transactions which shall be prorated by and between Sellers and Purchaser on a per diem basis as of the Closing Date, including, without limitation, rents of any kind (including additional rent), real property ad valorem taxes, utilities, payroll taxes and assessments, and telephone charges. On or before the ninetieth (90th) day following the Closing Date (the “Post Closing Reconciliation Date”), Sellers and Purchaser shall cooperate to determine the amount of the Sellers’ Prorated Responsibilities that have been paid by Purchaser and the amount of the Purchaser’s Prorated Responsibilities that have been paid by Sellers (and shall provide documentation sufficient to demonstrate such payment). If Sellers and Purchaser determine that the amount of (i) the Sellers’ Prorated Responsibilities that have been paid by the Purchaser is greater than (ii) the amount of the Purchaser’s Prorated Responsibilities that have been paid by Sellers, then the Sellers shall pay to the Purchaser such difference within sixty (60) Business Days of the Post-Closing Reconciliation Date. If Seller and Purchaser determine that the amount of (i) the Purchaser’s Prorated Responsibilities that have been paid by Sellers is greater than (ii) the amount of the Sellers’ Prorated Responsibilities paid by Purchaser, then Purchaser shall pay to Sellers such difference within sixty (60) Business Days of the Post-Closing Reconciliation Date.
Prorated Expenses. As defined in Section 2.7 hereof.
Prorated Expenses shall not include (i) any income, sales, use, business, occupation, withholding, employment, security or similar tax, or any other taxes of any kind whatsoever with respect to the Assets and the operation of the Restaurants relating to any period before the close of business on the Final Date, all of which shall be paid by the Sellers or Arby's, (ii) any income, sales, use, business, occupation, withholding, employment, security or similar tax, or any other taxes of any kind whatsoever with respect to the Assets and the operation of the Restaurants relating to any period after the close of business on the Final Date, all of which shall be paid by Newco and (iii) any payments under Restaurant Leases and Equipment Leases between ARDC and AROC to the extent that any such payments would duplicate payments actually made by Newco pursuant to the Debt Documents. In addition, Holdco shall cause all utilities to be metered as of the close of business on the Final Date and Newco One shall make provisions for separate billing thereafter to Newco One for all utility charges commencing on the Closing Date; and (b) Other Items. Notwithstanding the foregoing, within thirty (30) days of the Closing Date, if the 1997 real and/or personal property taxes and/or other taxes, as to the Restaurants, have not been previously paid by the Sellers or Arby's, then Newco shall be entitled to a credit against the amount due to the Sellers under Paragraph 2.6(a) above, and, if and to the extent that such credit exceeds such amount, then Sellers shall pay such excess to Newco in cash within thirty (30) days after the determination of such excess in an amount equal to the Sellers' or Arby's' pro-rata share of the 1997 property taxes assessed against the Real and Personal Property and Sellers' and Arby's' portion of all sales taxes payable for or attributable to the operation of the Restaurants prior to the Closing Date. If Newco receives such a credit in the 30-day reconciliation period referred to above, Newco shall pay or cause to be paid all of the 1997 tax year real and personal property taxes when said bills are rendered. Said prorations shall either be based: (i) on the amount assessed for 1997, if
Examples of Prorated Expenses in a sentence
If Closing shall occur before the amount of any Prorated Expense is fixed for the then current year, the apportionment of the Prorated Expense shall be upon the basis of the Prorated Expense for the preceding year (applied to the latest assessed valuation, if appropriate), but any difference in actual and estimated Prorated Expenses for the year of sale actually paid by Purchaser shall be adjusted between the parties upon receipt of written evidence of the payment thereof.
Base and percentage rents, insurance premiums, common ---------- area maintenance expenses, and ad valorem taxes (the "Prorated Expenses") for the current year shall be prorated at Closing effective as of the date of Closing.
Purchaser shall be responsible for all Prorated Expenses incurred in the operation of the Company Owned Store on the Closing Date and thereafter (the “Purchaser’s Prorated Responsibilities”).
Sellers shall be responsible for all Prorated Expenses (defined below) incurred in the operation of the Company Owned Store prior to the Closing Date (the “Sellers’ Prorated Responsibilities”).
Sellers shall be responsible for all Prorated Expenses (defined below) incurred in the operation of the Company Owned Stores prior to the Closing Date (the “Sellers’ Prorated Responsibilities”).
More Definitions of Prorated Expenses
Prorated Expenses means all of the items that are normally prorated, as set forth in Schedule 1.1(p), relating to the Business and operation of the Seller. The items listed in Schedule 1.1(p) shall be prorated as of the Closing, assuming a 365-day year or 28-day, 30-day or 31-day month, as appropriate, and monies shall be paid at Closing to reflect the principle that all expenses arising from the operation of the Business before the Closing Date shall be for the account of the Seller, and all expenses arising from the operation of the Business from and after the Closing Date shall be for the account of Buyer.
Prorated Expenses. 2.04 "Purchase Price" 2.01(a) "Purchase Price Value" 2.02
Prorated Expenses means those expenses as defined in the Agreed Principles.
Prorated Expenses is defined in Section 2.9(a).
Prorated Expenses. As defined in Section 4.2.9.
Prorated Expenses means Newco's portion of those costs and expenses which the Sellers or Arby's have paid but which are to be prorated between Newco and the Sellers or Arby's on a per-diem basis effective as of the Closing Date, including, without limitation, all rents for the Restaurant Leases and the Equipment Leases (other than the Restaurant Leases and Equipment Leases between ARDC and AROC), all interest payments under the Debt Documents and all other charges and fees customarily prorated and adjusted in similar transactions, including property taxes, but excluding all sales, transfer and use taxes and similar charges, if any, arising out of the transfer of the Assets
Prorated Expenses means all operating expenses, overhead, other expenses of any kind or nature treated as current liabilities under GAAP which are attributable to the ownership or operation of the Topping Operations or the Transferred Assets.