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.

Related to Net Prorated Amount

  • Allocated Amount has the meaning set forth in Section 2.6 hereof.

  • Net Amount means the Distribution Amount less the sum of all quarterly payments received by the COP Swap Counterparties under the COP Swap Collateral Agreement in respect of amounts owed under the COP Swap Agreements since January 1, 2014.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to (A) the Closing Net Working Capital as finally determined pursuant to this Section 2.5 minus the Estimated Net Working Capital, plus (B) Estimated Indebtedness minus Closing Indebtedness as finally determined pursuant to this Section 2.5, plus (C) Closing Cash as finally determined pursuant to this Section 2.5 minus Estimated Cash, plus (D) Estimated Transaction Expenses minus Closing Transaction Expenses as finally determined pursuant to this Section 2.5;

  • Allocation Amount means, as of the Closing Date, the Series [•] Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series [•] Stated Principal Amount resulting from the issuance of additional Series [•] Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge- Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series [•] Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greater than the Adjusted Outstanding Dollar Principal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).