Net Prorated Amount definition

Net Prorated Amount means an amount equal to (i) the sum of all Prorated Payments made by each Seller and its Affiliates with respect to the Business that are attributable to periods on or after the Effective Time, minus (ii) the sum of all Prorated Payments made by the Buyer and its Affiliates with respect to the Business after the Effective Time that are attributable to periods prior to the Effective Time, in each case calculated in a manner consistent with the provisions of Section 12.1.4.
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Net Prorated Amount means an amount equal to (i) the sum of all Prorated Expenses paid by Seller and its Affiliates with respect to the Topping Operations that are attributable to periods after the Closing, minus (ii) the sum of all Prorated Expenses paid by Purchaser and its Affiliates (including the Company) with respect to the Topping Operations after the Closing that are attributable to periods prior to the Closing, plus (iii) the sum of all Prorated Assets held or received by Purchaser and its Affiliates (including the Company) with respect to the Topping Operations after the Closing and are attributable to periods prior to the Closing, minus (iv) the sum of all Prorated Assets held or received by Seller and its Affiliates with respect to the Topping Operations that are attributable to periods after the Closing, in each case which have not previously been paid over to the other Party and calculated in a manner consistent with the provisions of Section 2.3 (for the avoidance of doubt, the Net Prorated Amount may be a positive or negative number).
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Examples of Net Prorated Amount in a sentence

  • Seller and Purchaser agree to furnish each other with such documents and other records (other than Excluded Records) as may be reasonably requested in order to confirm all Prorated Payments and Assets calculations made in accordance with this Section 2.4. Following the Closing, Purchaser shall prepare Purchaser’s calculation of the actual Net Prorated Amount as of the Closing in accordance with Section 2.6 (the “Closing Net Prorated Amount”).

  • The Closing Payment payable by Purchaser at Closing shall be (I) increased by the amount of the Estimated Hydrocarbon Inventory Value (provided that such amount shall not in any event exceed the Maximum Hydrocarbon Adjustment Amount) and (II) increased or decreased, as applicable, by the amount of the Estimated Net Prorated Amount.

  • On or within one hundred twenty (120) days following the Closing Date, Purchaser shall deliver to Seller a closing statement (the “Closing Statement”) that will set forth the Closing Hydrocarbon Inventory Value (provided that such amount shall not in any event exceed the Maximum Hydrocarbon Adjustment Amount) and the following (each, a “Closing Adjustment Amount”): (i) the Closing Non-Hydrocarbon Inventory Value; and (ii) the Closing Net Prorated Amount.