Prorated Items definition

Prorated Items shall have the meaning set forth in Section 2.03(a)(viii).

Prorated Items has the meaning given in Section 3.5.

Prorated Items has the meaning set forth in Section 2.7(a).

Examples of Prorated Items in a sentence

• The intent of this provision shall be implemented by New Operator remitting to Transferor any invoices for Prorated Items that reflect a service date before the Closing Date and by New Operator assuming responsibility for the payment of any invoices for Prorated Items that reflect a service date after the Closing Date with any overage or shortage in payments by either party to be adjusted and paid as provided in Sections 1.8(b) and (c).

• Purchaser shall have the opportunity to review any Prorated Items to be allocated to Purchaser pursuant to this Section 2.5 and to suggest to Seller any possible error or challenge to any such Prorated Items, provided that Seller shall have no obligation to challenge or question any Prorated Items but shall cooperate with Purchaser if Purchaser elects to so challenge or question any Prorated Items.

• Sellers and Purchaser shall prorate the Prorated Items as of the Closing Date, on the basis of the actual number of days each party had possession or use during the calendar year or, where the billing is for a lesser period, during such period, except for those Prorated Items where it is possible to prorate by actual usage.

• In connection with Seller’s review of the Post-Closing Report, Buyer will cooperate in good faith with Seller and its Representatives, including by providing on a timely basis all information reasonably necessary in the determination of the Final Closing Cash, the Final Prorated Items, the Final Event Amounts, the Final Indebtedness and the Final Accrued Vacation Expense and other information reasonably requested by Seller in connection therewith.

• No later than ninety (90) days after the date of the Merger Closing, SCG shall prepare and deliver a statement (a "Post-Closing Accrual Statement") prorating all of the items listed in this Section 6.13 ("Prorated Items") through the date of the Merger Closing.

More Definitions of Prorated Items

Prorated Items has the meaning set forth in Section 2.7(a). “Purchase Price” has the meaning set forth in Section 2.5.

Prorated Items has the meaning specified in Section 6.2.

Prorated Items means all periodic charges, including, but not limited to, prepaid lease payments, property taxes and utility payments, applicable to periods both before and after the Closing with respect to the Business normally prorated in connection with similar transactions.

Prorated Items shall have the meaning set forth in Section 6.13.

Prorated Items means all revenues, charges, costs and expenses with respect to Assumed Liabilities.

Prorated Items has the meaning set forth in Section 2.8(a). “Proration Adjustment Notice” has the meaning set forth in Section 2.8(c). “Purchase Price” has the meaning set forth in Section 2.5(a). “Purchase Price Allocation” has the meaning set forth in Section 2.5(b). “Real Property” has the meaning set forth in Section 3.11(b). “Real Property Leases” has the meaning set forth in Section 3.11(b). “Related to the Business” means required for, related to, or used in connection with, the Business as currently conducted by Seller. “Release” or “Released” has the meaning set forth in 42 U.S.C. Section 9601(22). “Remaining Budget Adjustment Statement” has the meaning set forth in Section 2.6(b). “Representatives” means the officers, directors, managers, employees, counsel, accountants, financial advisers or consultants of a Person. “Retained Liabilities” means all of the following Liabilities:

Prorated Items means (i) personal property, real estate, occupancy, water and other similar ad valorem, property or use taxes ("Property Taxes"), if any, on or with respect to the Purchased Assets; (ii) post-petition sewer rents and charges for water, telephone, electricity and other utilities and fuel, to the extent that final meter readings cannot be arranged; and (iii) all other post-petition periodic charges applicable to periods both before and after the Closing normally prorated in connection with similar transactions.