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

Proration; Other Closing Date Adjustments. Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller will operate the Branches for its own account until the close of business on the Closing Date, and that Purchaser shall operate the Branches, hold the Loans and assume the Deposit Liabilities and any other liabilities of Seller assumed by Purchaser pursuant hereto for its own account from and after the Closing Date. Thus, except as otherwise specifically provided in this Agreement, all items of income and expense shall be prorated as of the close of business on the Closing Date, and settled between Seller and Purchaser on 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.

Appears in 3 contracts

Samples: Purchase and Assumption Agreement (Eagle Financial Corp), Purchase and Assumption Agreement (Eagle Financial Corp), Purchase and Assumption Agreement (Webster Financial Corp)

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Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller will operate the Branches for its own account until the close of business on the day immediately preceding the Closing Date, and that Purchaser shall operate the Branches, hold the Loans Acquired Assets and assume the Deposit Assumed Liabilities and any other liabilities of Seller assumed by Purchaser pursuant hereto for its own account from and after the Closing Datesuch time. Thus, except as otherwise specifically provided in this Agreement, all items of income and expense expense, as defined herein, shall be prorated as of the close of business on the day immediately preceding the Closing Date, and settled between Seller and Purchaser on 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.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (CenterState Banks, Inc.)

Proration; Other Closing Date Adjustments. Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller will operate the Branches business of the Branch for its own account until the close of business on the Closing Date, and that Purchaser Buyer shall operate the Branches, hold the Loans Assets and assume the Deposit Liabilities and any other liabilities of Seller assumed by Purchaser pursuant hereto for its own account from and after the close of business on the Closing Date. Thus, except as otherwise specifically provided in this Agreement, all items of income and expense expense, as defined herein, shall be prorated as of the close of business on the Closing Date, and settled between Seller and Purchaser on Buyer 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.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Pacific State Bancorp)

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Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller will operate the Branches for its own account until the close of business on the Closing Date, and that Purchaser shall operate the Branches, hold the Loans and assume the Deposit Liabilities and any other liabilities of Seller assumed by Purchaser pursuant hereto for its own account from and after the Closing Date. Thus, except as otherwise specifically provided in this Agreement, all items of income and expense expense, shall be prorated as of the close of business on the Closing Date, and settled between Seller Seller, and Purchaser on the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing pursuant to Section 3.3 as an adjustment to the Purchase Price unless otherwise other-wise agreed by the parties hereto.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Arrow Financial Corp)

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