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.
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Prorated Expenses. As defined in Section 2.7 hereof.
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Prorated Expenses. 2.04 "Purchase Price" 2.01(a) "Purchase Price Value" 2.02(a) "Real Property" 4.10(a) "Regulatory Actions" 4.24(a)(v) "Related Documents" 10.03(a) "Release" 4.24(a)(iii) "Restricted Period" 6.09(a) "Returns" 4.13(a) "SEC" 5.06 "SEC Documents" 5.06 "Securities Act" 4.25 "Seller" Recitals "Seller's Basket" 10.05(b) "Seller Indemnified Parties" 10.03 "Seller Related Documents" 10.02(a) "Seller's Pension Plans" 11.03 "Seller's Receivables" 7.03 "Shareholders" Recitals "Shareholders CHRW Shares" 2.02(b) "Straddle Period" 2.04 "Tax Affiliates" 4.13(a) "Taxes" 4.13(o) "Third-Party Environmental Claims" 4.24(a)(vi) "Transfer Agent" 10.06(b) "Trusts" Recitals "Year 2000 Compliant" 4.11 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of November 18, 1999 is made and entered into by and among X. X. Xxxxxxxx Worldwide, Inc., a Delaware corporation ("Parent"), X.X. Xxxxxxxx Company, a Delaware corporation ("Buyer") and a wholly-owned subsidiary of Parent, American Backhaulers, Inc., an Illinois corporation ("Seller" or the "Company"), Xxxx X. Xxxx, an individual resident of the State of Illinois ("PLL"), the Xxxx X. Xxxx Family Trust U/A dated October 28, 1999 (the "PLL Trust"), and the Xxxx Xxx Xxxx Family Trust U/A dated October 28, 1999 (the "JSL Trust" and together with the PLL Trust the "Trusts"). The Trusts together with PLL are referred to herein collectively as the "Shareholders" and individually as a "Shareholder." Parent, Buyer, Seller and the Shareholders are sometimes referred to collectively herein as "parties" and each is sometimes referred to individually herein as a "party".
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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.

  • 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”).

  • Purchaser shall be responsible for all Prorated Expenses incurred in the operation of the Company Owned Stores on the Closing Date and thereafter (the “Purchaser’s Prorated Responsibilities”).

  • 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 Stores prior to the Closing Date (the “Sellers’ Prorated Responsibilities”).

  • The amount of payments by Seller or Buyer under this Section 4.2 ("Prorated Expenses"), and the amount of any pass-through expenses billed to Tenants pursuant to the Leases for the year of Closing ("Expense Pass-Throughs"), may have been based on estimates of applicable amounts.

  • Seller shall be liable for all Prorated Expenses apportioned to the Pre-Transfer Period.

  • In performing such apportionment, all Prorated Expenses shall be prorated on the assumption that an equal amount of Prorated Expense applies to each day of the Straddle Period regardless of how such expenses are or were billed or made.

  • All income and expense reporting in respect of the Prorated Expenses shall be determined in accordance with GAAP.


More Definitions of Prorated Expenses

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.
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Prorated Expenses means those expenses as defined in the Agreed Principles.
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Prorated Expenses has the meaning set forth in Section 7.8(a). --------------
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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
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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
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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.
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Related to Prorated Expenses

  • Related Expenses means any and all costs, liabilities, and expenses (including, without limitation, losses, damages, penalties, claims, actions, reasonable attorney's fees, legal expenses, judgments, suits and disbursements) reasonably incurred by, or imposed upon, or asserted against, Lender in any attempt by Lender:

  • Accrued Expenses means the accrued and unpaid expenses appearing as a Liability on the Preliminary Closing Statement or the Final Closing Statement.

  • Insured Expenses Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

  • Gross Operating Expenses shall include (i) all costs and expenses of operating the Hotel included within the meaning of the term “Total Costs and Expenses” contained in the Uniform System and, (ii) without duplication, the following: all salaries and employee expense and payroll taxes (including salaries, wages, bonuses and other compensation of all employees of the Hotel, and benefits including life, medical and disability insurance and retirement benefits), expenditures described in Section 9.1, operational supplies, utilities, insurance to be provided by Lessee under the terms of this Lease, governmental fees and assessments, common area maintenance costs and other common area fees and assessments, food, beverages, laundry service expense, the cost of Inventories, license fees, advertising, marketing, reservation systems and any and all other operating expenses as are reasonably necessary for the proper and efficient operation of the Hotel and the Leased Property incurred by Lessee in accordance with the provisions hereof (excluding, however, (i) federal, state and municipal excise, sales and use taxes collected directly from patrons and guests or as a part of the sales price of any goods, services or displays, such as gross receipts, admissions, cabaret or similar or equivalent taxes paid over to federal, state or municipal governments, (ii) the cost of insurance to be provided under Article 13, (iii) expenditures by Lessor pursuant to Article 13 and (iv) payments on any Mortgage or other mortgage or security instrument on the Hotel); all determined in accordance with generally accepted accounting principles. No part of Lessee’s central office overhead or general or administrative expense (as opposed to that of the Hotel), and no operating expenses paid or payable by tenants under Space Leases, shall be deemed to be a part of Gross Operating Expenses, as herein provided. Reasonable out-of-pocket expenses of Lessee incurred for the account of or in connection with the Hotel operations, including but not limited to postage, telephone charges and reasonable travel expenses of employees, officers and other representatives and consultants of Lessee and its Affiliates, shall be deemed to be a part of Gross Operating Expenses and such Persons shall be afforded reasonable accommodations, food, beverages, laundry, valet and other such services by and at the Hotel without charge to such Persons or Lessee.

  • Property Expenses means the costs (including, but not limited to, payroll, taxes, assessments, insurance, utilities, landscaping and other similar charges) of operating and maintaining any Eligible Property or Property which secures Other Recourse Debt that are the responsibility of the Borrower or the applicable Material Subsidiary that are not paid directly by any Tenant, but excluding depreciation, amortization, interest costs and maintenance capital expenditures.

  • Total Operating Expenses means all costs and expenses paid or incurred by the Company, as determined under generally accepted accounting principles, that are in any way related to the operation of the Company or to Company business, including advisory fees, but excluding (i) the expenses of raising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees, printing and other such expenses and tax incurred in connection with the issuance, distribution, transfer, registration and Listing of the Shares, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and bad debt reserves, (v) incentive fees paid in compliance with the NASAA REIT Guidelines, (vi) Acquisition Fees and Acquisition Expenses, (vii) real estate commissions on the Sale of Properties, (viii) Financing Coordination Fees and (ix) other fees and expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property).

  • Covered Expenses means expenses actually incurred by or on behalf of a Covered Person for treatment, services and supplies covered by the Policy. Coverage under the Participating Organization’s Policy must remain continuously in force from the date of the Covered Accident or Sickness until the date treatment, services or supplies are received for them to be a Covered Expense. A Covered Expense is deemed to be incurred on the date such treatment, service or supply, that gave rise to the expense or the charge, was rendered or obtained.

  • Operating Expenses is defined to include all expenses necessary or appropriate for the operation of the Fund (or Class, as applicable), including the Advisor’s investment advisory or management fee detailed in the Investment Advisory Agreement and any Rule 12b-1 fees and other expenses described in the Investment Advisory Agreement, but does not include taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation expenses.

  • Insurance Expenses means any Insurance Proceeds (i) applied to the repair of the related Leased Vehicle, (ii) released to the related Lessee in accordance with applicable law or the Customary Servicing Practices or (iii) representing other related expenses incurred by the Servicer that are not otherwise included in Liquidation Expenses or Disposition Expenses and recoverable by the Servicer under any applicable Servicer Basic Documents.

  • Permitted Expenses means the reasonable and documented costs and expenses incurred by the Agents and the Lenders (and their respective agents or professional advisors) in connection with the preparation, administration, amendment and due diligence of this Agreement and the other Credit Documents and, which costs and expenses the Borrower shall reimburse to the Administrative Agent or shall pay or cause to be paid in accordance with the Credit Documents. “Permitted Expenses” shall include, without limitation, the expenses set forth in Sections 5.10 and 9.2 hereof.

  • Annual Operating Expenses for the Class means and will consist only of the following operating expenses of the Series for the Class that are, under generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the period involved: (i) investment advisory fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees, shareholder servicing fees, administrative and office facilities expenses, professional fees, trustees’ fees and any other operating expenses of the Series with respect to the Class that are recorded or includable in the Series’ statement of operations in accordance with generally accepted accounting principles. Notwithstanding the provisions of the immediately preceding sentence, the Series’ “Annual Operating Expenses” for the Class do not include “acquired fund expenses”, interest and dividends on securities sold short, amortization of organization expenses, taxes, brokerage commissions, litigation and indemnification expenses or any costs or expenses of or for the Series with respect to the Class that are “extraordinary” as determined under generally accepted accounting principles (see Accounting Principles Board Opinion No. 30). Very truly yours, ROYCE & ASSOCIATES, LP By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Chief Financial Officer ACCEPTED: THE ROYCE FUND By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Treasurer ROYCE & ASSOCIATES, LP 000 XXXXX XXXXXX XXX XXXX, XX 00000 January 1, 2019 The Royce Fund 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Fee Waiver and Expense Reimbursement – Royce Small/Mid-Cap Premier Fund (formerly Royce Heritage Fund) (Consultant Class) Gentlemen: Reference is made to the Amended and Restated Investment Advisory Agreement dated July 1, 2017 (the “Agreement”) by and between The Royce Fund (the “Fund”), on behalf of Royce Heritage Fund (now Royce Small/Mid-Cap Premier Fund) (the “Series”), and Royce & Associates, LP (the “Adviser”). Notwithstanding the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the Adviser hereby waives compensation for services provided by it under the Agreement for the period beginning January 1, 2019 and ending December 31, 2019 (the “Period”), and/or agrees to reimburse expenses relating to the Period to the Series with respect to the Class in an amount, if any, necessary so that the Series’ “Annual Operating Expenses” for its Consultant Class of shares (the “Class”) are not more than 2.09% of the Class’ average net assets for the Period. The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will not apply for any period when the Adviser is not rendering services to such Series under the Agreement.

  • O&M Expenses means expenses incurred by or on behalf of the Developer or by the Authority, as the case may be, for all O&M including (a) cost of salaries and other compensation to employees, (b) cost of materials, supplies, utilities and other services, (c) insurance premium, (d) all taxes, duties, cess and fees due and payable for O&M, (e) all repair, replacement, reconstruction, reinstatement, improvement and maintenance costs, (f) payments required to be made under the O&M Contract, or any other contract in connection with or incidental to O&M, and (g) all other expenditure required to be incurred under Applicable Laws, Applicable Permits or this Agreement.

  • Transition Costs means the reasonable costs and expenses (including reasonable attorneys’ fees but excluding overhead) incurred or payable by the Successor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to the Sale and Servicing Agreement required in connection with the transfer of servicing.

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

  • Training costs means reasonable costs incurred to upgrade the technological skills of Full-Time Employees in Illinois and includes: curriculum development; training materials (including scrap product cost); trainee domestic travel expenses; instructor costs (including wages, fringe benefits, tuition and domestic travel expenses); rent, purchase or lease of training equipment; and other usual and customary training cots. “Training costs” do not include, except where the Company receives prior written approval of the Department, costs associated with travel outside the United States, wages and fringe benefits of employees during periods of training, administrative costs related to Full-Time Employees of the Taxpayer, or amounts paid to an affiliate of the Company.

  • Company Expenses has the meaning provided in Section 8.3.

  • Reimbursable Costs means expenses incurred by the employee in the course of engaging in the planned learning activity and include registration, tuition and examination fees as well as textbooks/discs and applicable taxes. They may also include reasonable, incremental meal, accommodation and travel expenses.

  • Termination Costs means all liabilities incurred in connection with or arising out of the withdrawal, departure, resignation or termination of employment (whether actual or alleged constructive termination) of any Seconded Employee, including, without limitation, liabilities relating to or arising out of any claim of discrimination or other illegality in connection with such withdrawal, departure, resignation or termination, including cost of defense of such claims, and also including severance payments and benefits paid to a Seconded Employee in return for a release of claims.

  • Cash Expenses means, for any period, the Operating Expenses for the operation of the Property for such period or accrued and payable in such period, as set forth in an Approved Annual Budget to the extent that such expenses are actually incurred or accrued for such period by Borrower, less any payments into the Tax and Insurance Escrow Fund.

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Leasing Costs means, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

  • Pre-Opening Expenses means, with respect to any fiscal period, the amount of expenses (other than interest expense) incurred with respect to capital projects which are classified as “pre-opening expenses” or “project opening costs” (or any similar or equivalent caption) on the applicable financial statements of the Borrower and the Subsidiaries for such period, prepared in accordance with GAAP.

  • Project Expenses means usual and customary operating and financial costs. The term does not include extraordinary capital expenses, development fees and other non-operating expenses.

  • Operating Costs means the incremental expenses incurred by the Recipient on account of Project implementation, management, and monitoring, including for office space rental, utilities, and supplies, bank charges, communications, vehicle operation, maintenance, and insurance, building and equipment maintenance, advertising expenses, travel and supervision, salaries of contractual and temporary staff, but excluding salaries, fees, honoraria, and bonuses of members of the Recipient’s civil service.

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • Delivery Expenses means all costs, taxes, duties and/or expenses, including stamp duty, stamp duty reserve tax and/or other costs, duties or taxes arising from the delivery of the Asset Amount.