Common use of Pro Rata Adjustments Clause in Contracts

Pro Rata Adjustments. (a) For purposes of this Agreement, all operating expenses and fees accrued or prepaid on or prior to the Effective Time for which and to the extent that Buyer receives the benefit after the Effective Time, including, without limitation, wages, salaries, real estate and personal property Taxes and assessments, Federal Deposit Insurance Corporation (“FDIC”) deposit insurance assessments, amounts advanced under the Assumed Contracts, utility payments, telephone charges, other ordinary operating expenses of the Branches and other expenses related to the Assets or Assumed Liabilities, shall be prorated between the parties as of the Effective Time. All amounts prepaid relating to Safe Deposit Contracts or agreements shall be prorated through the Effective Time, and all deposits paid thereon, if any, shall be paid to Buyer. Notwithstanding Seller’s normal practices and procedures, to the extent that Seller has paid expenses that are expenses allocable to Buyer pursuant to this Section 1.8(a), such expenses shall appear as “Prepaid Expenses” on the Preliminary Balance Sheet, or, if not allocable as of the date the Preliminary Balance Sheet is calculated (the “Preliminary Balance Sheet Date”), on the Final Balance Sheet. Notwithstanding Seller’s normal practices and procedures, to the extent that expenses have been incurred but not paid by Seller on or prior to the Effective Time, they shall appear as “Accrued Expenses” on the Preliminary Balance Sheet or, if not incurred by the Preliminary Balance Sheet Date, on the Final Balance Sheet. (b) Buyer and Seller shall apportion pro rata all real property Taxes paid or payable in connection with the Real Property. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fiscal year for which the same are assessed. In the event that the applicable Tax ▇▇▇▇, or other information reasonably necessary for computing any such apportionment, is not available on the Closing Date, the apportionment shall be made at Closing on the basis of the prior period’s real estate Taxes. Within thirty (30) days after receipt by the parties of the applicable Tax ▇▇▇▇ or other information reasonably necessary for computing such apportionment, Buyer and Seller shall apportion the actual Taxes and, if either party paid more than its proper share thereof at Closing, the other party shall, within seven (7) Business Days after written request therefore, reimburse such party for the amount so expended. If, at Closing, the Real Property is encumbered by an assessment that is a charge or lien against the Real Property arising on or before the Closing Date, and such assessment is payable in installments, then all unpaid installments of such assessments which are due and payable after the Closing shall be paid and discharged by Buyer at or after Closing. Seller shall be responsible for payment at Closing of all accrued but unpaid installments of such assessments which are due and payable for the period before the Closing Date.

Pro Rata Adjustments. (a) For purposes of this Agreement, all operating expenses and fees accrued or prepaid on or prior to the Effective Time for which and to the extent that Buyer receives the benefit after the Effective Time, including, without limitation, including wages, salaries, real estate and personal property Taxes and assessments, Federal Deposit Insurance Corporation (“FDIC”) deposit insurance assessments, amounts advanced under the Assumed Contracts, utility payments, telephone charges, other ordinary operating expenses of the Branches and other expenses related to the Assets or Assumed Liabilities, shall be prorated between the parties as of the Effective Time. All amounts prepaid relating to Safe Deposit Contracts or agreements shall be prorated through the Effective Time, and all deposits paid thereon, if any, shall be paid to Buyer. Notwithstanding Seller’s normal practices and procedures, to the extent that Seller has paid expenses that are expenses allocable to Buyer pursuant to this Section 1.8(a)1.8, such expenses shall appear as “Prepaid Expenses” on the Preliminary Balance Sheet, or, if not allocable as of the date the Preliminary Balance Sheet is calculated (the “Preliminary Balance Sheet Date”), on the Final Balance Sheet. Notwithstanding Seller’s normal practices and procedures, to the extent that expenses have been incurred but not paid by Seller on or prior to the Effective Time, they shall appear as “Accrued Expenses” on the Preliminary Balance Sheet or, if not incurred by the Preliminary Balance Sheet Date, on the Final Balance Sheet. (b) Buyer and Seller shall apportion pro rata all real property Taxes paid or payable in connection with the Real Property. Such apportionment shall be made on a per diem basis as of the Closing Date and shall be based upon the fiscal year for which the same are assessed. In the event that the applicable Tax ▇▇▇▇, or other information reasonably necessary for computing any such apportionment, is not available on the Closing Date, the apportionment shall be made at Closing on the basis of the prior period’s real estate Taxes. Within thirty (30) days after receipt by the parties of the applicable Tax ▇▇▇▇ or other information reasonably necessary for computing such apportionment, Buyer and Seller shall apportion the actual Taxes and, if either party paid more than its proper share thereof at Closing, the other party shall, within seven (7) Business Days after written request therefore, reimburse such party for the amount so expended. If, at Closing, the Real Property is encumbered by an assessment that is a charge or lien against the Real Property arising on or before the Closing Date, and such assessment is payable in installments, then all unpaid installments of such assessments which are due and payable after the Closing shall be paid and discharged by Buyer at or after Closing. Seller shall be responsible for payment at Closing of all accrued but unpaid installments of such assessments which are due and payable for the period before the Closing Date.