Pro-rata Fees definition

Pro-rata Fees means Fees that are pro-rated to reflect the time period between the Delivery Date and the Contract Start Date, Pro-rata Fees shall also be applicable for Contract Modifications.
Pro-rata Fees means the sum of (i) the Price Differential less the Pro-Rata Price Differential, and (ii) one-half of the Due Diligence Costs not collected from Seller.