Pro-Rated Adjustment definition

Pro-Rated Adjustment shall equal (A) the sum of (x), with respect only to the post-Closing determination of the Closing Pro-Prorated Adjustment under Section 1.8(d), all income of Seller, the Fund and the other Seller Subsidiaries on a combined consolidated basis attributable to the Pro-Rated Items for periods prior to the Closing Date that is collected after the Closing Date, plus (y) all expenses of Seller, the Fund and the other Seller Subsidiaries on a combined basis attributable to the Pro-Rated Items for periods on or after the Closing Date that have been paid as of the Closing Date, minus (B) the sum of (x) all income of Seller, the Fund and the other Seller Subsidiaries on a combined consolidated basis attributable to the Pro-Rated Items for periods on or after the Closing Date that has been collected as of the Closing Date, plus (y) all expenses of Seller, the Fund and the other Seller Subsidiaries on a combined consolidated basis attributable to the Pro-Rated Items for periods prior to the Closing Date that have not been paid as of the Closing Date. Income and expenses attributed to the Pro-Rated Items will be allocated among these time periods as follows, except as otherwise specified herein with respect to a Pro-Rated Item: (A) income and expenses relating to the Pro-Rated Items with respect to periods beginning prior to the Closing Date and ending on or after the Closing Date will be allocated based on the number of days in the applicable period (e.g., collected rent for the month in which the Closing occurs will be prorated based on the number of days in the month) and (B) all other income and expenses will be allocated to the period to which it relates (e.g., collected rent for a month beginning after the Closing Date shall be credited in full to that time period).
View Source

Examples of Pro-Rated Adjustment in a sentence

  • The Estimated Pro-Rated Adjustment shall be subject to Buyer’s reasonable approval.

  • As provided in Section 1.3 hereof, the Closing Cash Payment shall be adjusted, dollar for dollar, up or down, as appropriate, by the Estimated Pro-Rated Adjustment (i.e., if the Estimated Pro-Rated Adjustment is a positive number, Buyer will pay the Estimated Pro-Rated Adjustment in cash at Closing in addition to the Purchase Price; if the Estimated Pro-Rated Adjustment is a negative number, Buyer will receive a credit at Closing for such amount).

  • The parties agree that the adjustment based on Adjusted Working Capital described in Section 1.4(b) is not intended to be duplicative of the adjustment based on the Pro-Rated Adjustment and, accordingly, the effects of the Pro-Rated Items and other items included in the calculation of the Pro-Rated Adjustment are not to be taken into account in calculating the Adjusted Working Capital.

  • Not later than five (5) Business Days prior to the Closing Date, the Seller Parties shall deliver to Buyer a statement setting forth the calculation of the Estimated Pro-Rated Adjustment in sufficient detail, together with full supporting information, to enable Buyer to verify all items and amounts.

  • The parties agree that the adjustment based on Adjusted Working Capital described in Section 1.8(b) is not intended to be duplicative of the adjustment based on the Pro-Rated Adjustment and, accordingly, the effects of the Pro-Rated Items and other items including in the calculation of the Pro-Rated Adjustment are not to be taken into account in calculating the Adjusted Working Capital.

  • Not later than five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement setting forth the calculation of the Estimated Pro-Rated Adjustment in reasonable detail, together with supporting information.

  • As provided in Section 1.6 hereof, the Closing Cash Payment shall be adjusted, dollar for dollar, up or down, as appropriate, by the product of (A) the Estimated Pro-Rated Adjustment, multiplied by (B) 76.1233% (which percentage, as adjusted by the following sentence, is referred to herein as the “Seller Pro Rata Percentage”).

Related to Pro-Rated Adjustment

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

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • ▇▇▇▇▇ Adjustment means, with respect to ▇▇▇▇▇, 0.0326% per annum.

  • 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;