Common use of Proration; Other Closing Date Adjustments Clause in Contracts

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller shall operate the Branch Banking Operations, hold the Transferred Assets and retain the Transferred Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of and after the Effective Time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall operate the Branch Banking Operations, hold the Transferred Assets and retain the Transferred Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s 's account as of and after the Effective Time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall operate the Branch Banking Operations, hold the Transferred Assets and retain the Transferred Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of and after the Effective Time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense, as defined herein, expense of the Branch Banking Operations shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller shall Sellers will operate the Branch Banking OperationsFlorida Franchise, hold the Transferred Assets and retain the Transferred Liabilities for its their own account until the Effective Time, and that Purchaser shall operate the Branch Banking Operations shall be operatedFlorida Franchise, hold the Transferred Assets shall be held and assume the Transferred Liabilities shall be assumed for Purchaser’s its own account as of and after the Effective Timesuch time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller Sellers and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller Sellers complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller Sellers shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller Sellers relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. Purchaser shall be solely responsible for payments to vendors with respect to items of personal property that have been ordered but not delivered as of the Effective Time.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller shall will operate the Branch Banking OperationsOffices, hold the Transferred Assets and retain the Transferred Assumed Liabilities for its own account until the Effective Time, and that Buyer shall operate the Branch Banking Operations shall be operatedOffices, hold the Transferred Assets shall be held and assume the Transferred Assumed Liabilities shall be assumed for Purchaser’s its own account as of and after the Effective Time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser Buyer on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser Buyer shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser Buyer after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser Buyer complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this AgreementPrior to the Closing, it is the intention of the parties that Seller shall Sellers will operate the Branch Banking OperationsBusiness, hold the Transferred Purchased Assets and retain the Transferred Assumed Liabilities for their own account, and following the Closing, Purchaser shall operate the Business, hold the Purchased Assets and assume the Assumed Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of and after the Effective Timeaccount. Thus, except as otherwise expressly provided in this Agreementherein (including SECTION 2.2), items of income and expense, as defined described herein, shall be prorated as of the Effective Time, and settled between Seller Vulcan and Purchaser on as promptly as practicable following the Closing Date (and as of in no event more than sixty (60) calendar days after the Closing Date), whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as deemed an adjustment to the Purchase Price unless otherwise agreed by the parties heretoparties. In furtherance of the foregoing, Purchaser shall promptly forward or cause to Seller be forwarded to Vulcan complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser or its Affiliates after the Effective Time and relating to the Branch Banking Operations Business as conducted prior to the Effective TimeClosing Date, and Seller Vulcan shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller Sellers relating to the Branch Banking Operations Business as conducted from and after the Effective TimeClosing Date. To the extent the exact amounts of any real or personal property Taxes taxes or other items to be prorated are not known on within sixty (60) calendar days of the Closing Date, the parties shall make reasonable estimates of such Taxes taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. Purchaser shall be solely responsible for payments to vendors with respect to items of personal property and raw materials that have been ordered but not delivered as of the Effective Time. For purposes hereof, items of proration and other adjustments shall consist solely of: (i) rental payments under the Real Property Leases; (ii) personal and real property taxes and assessments arising from the Owned Real Property or otherwise from the Purchased Assets (which shall be prorated as provided in SECTION 1.4(i)); (iii) payments under Business Contracts relating to goods or services to be delivered or provided in whole or in part following the Closing Date; (iv) prepaid expenses (including insurance to the extent relating to matters set forth in SECTION 1.1(d)); and (v) product rebates and incentives.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller shall will operate the Branch Banking OperationsNevada Franchise, hold the Transferred Assets and retain the Transferred Liabilities for its own account until the Effective Time, and that Purchaser shall operate the Branch Banking Operations shall be operatedNevada Franchise, hold the Transferred Assets shall be held and assume the Transferred Liabilities shall be assumed for Purchaser’s its own account as of and after the Effective Timesuch time. Thus, except as otherwise expressly provided in this Agreement, items of income (as and when collected) and expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. Purchaser shall be solely responsible for payments to vendors pursuant to Assumed Contracts with respect to items of personal property that have been ordered by Seller in the ordinary course of business consistent with past practice but not delivered as of the Effective Time.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller shall or Huntington, as applicable, will operate the Branch Banking OperationsHuntington Branches, hold the Transferred Assets and retain the Transferred Liabilities for its their own account until the Effective Time, and that Purchaser shall operate the Branch Banking Operations shall be operatedHuntington Branches, hold the Transferred Assets shall be held and assume the Transferred Liabilities shall be assumed for Purchaser’s its own account as of and after the Effective Timesuch time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller shall will operate the Branch Banking OperationsNevada Franchise, hold the Transferred Assets and retain the Transferred Liabilities for its own account until the Effective Time, and that Purchaser shall operate the Branch Banking Operations shall be operatedNevada Franchise, hold the Transferred Assets shall be held and assume the Transferred Liabilities shall be assumed for Purchaser’s its own account as of and after the Effective Timesuch time. Thus, except as otherwise expressly provided in this Agreement, items of income (as and when collected) and expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. Purchaser shall be solely responsible for payments to vendors pursuant to Assumed Contracts with respect to 16 items of personal property that have been ordered by Seller in the ordinary course of business consistent with past practice but not delivered as of the Effective Time.