Prorated Item definition

Prorated Item has the meaning set forth in Section 2.7(a).
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Prorated Item has the meaning set forth in Section 2.7(a). “Purchase Price” has the meaning set forth in Section 2.5.
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Prorated Item means: (A) rent, utility, ad valorem Tax regarding real estate that is a direct or indirect obligation pursuant to the terms of an Assumed Real Property Lease, common area maintenance, marketing or advertising allocation or other similar amount paid or payable with respect to any Assumed Real Property Lease; (B) prepaid cost or expense based on a period of time; or (C) charge or payment based on a period of time of performance or possession under any lease (other than any Assumed Real Property Lease), service Contract, maintenance Contract, marketing or advertising Contract or similar Contract). The Company’s share of Prorated Items will be reflected in Final Tangible Net Assets, as an asset or liability as applicable. To the extent any Prorated Item is not reflected in Final Tangible Net Assets, within five (5) Business Days after Final Tangible Net Assets becomes final and binding upon the Parties, Buyer will pay to the Company or the Company will pay to Buyer (as applicable) the amount necessary to allocate such Prorated Items not reflected in Final Tangible Net Assets between the Company and Buyer under this Section 2.3(j) such that each has paid its pro rata share thereof. Such payment will be made, without interest, by wire transfer of immediately available funds.
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Examples of Prorated Item in a sentence

  • It claimed that the larger carriers were warehousing their spectrum holdings in rural areas while rural carriers were struggling to acquire spectrum capacity for mobile broadband and expansion.

  • Streambed sediment is anticipated to be suitable for salvage and reused within the new streambed.

  • When the actual Prorated Amount with respect to any Prorated Item (the (c) “Actual Prorated Amount”) becomes available to either Party, it shall promptly (and in any event within ninety (90) days following Closing) notify the other Party of such Prorated Item and Actual Prorated Amount, together with reasonable detail and supporting material regarding the computation thereof.

  • At least five (5) Business Days prior to the Closing Date, Seller will deliver to Buyer a worksheet setting forth in reasonable detail (i) Seller’s good faith reasonable estimate of the Prorated Amount for each Prorated Item (with respect to each ...

  • To the extent any Prorated Item is not reflected in Final Tangible Net Assets, within five (5) Business Days after Final Tangible Net Assets becomes final and binding upon the Parties, Buyer will pay to the Company or the Company will pay to Buyer (as applicable) the amount necessary to allocate such Prorated Items not reflected in Final Tangible Net Assets between the Company and Buyer under this Section 2.3(j) such that each has paid its pro rata share thereof.

  • At least five (5) Business Days prior to the Closing Date, Seller will (b) deliver to Buyer a worksheet setting forth in reasonable detail (i) Seller’s good faith reasonable estimate of the Prorated Amount for each Prorated Item (with respect to each Prorated Item, the “Estimated Prorated Amount”), together with reasonable supporting material regarding such estimate, and (ii) the calculation of the net amount of the Estimated Prorated Amounts (the “Estimated Proration Adjustment Amount”).

  • In the event that, with respect to any Prorated Item, actual figures are not available as of the time of the calculation of the Estimated Prorated Amount, the Estimated Prorated Amount for such Prorated Item shall be a good faith reasonable estimate, including (as applicable) based upon the actual fee, cost or amount of the Prorated Item for the most recent preceding year (or appropriate period) for which an actual fee, cost or amount paid is available.

  • If the final, actual amount for any Remaining Prorated Item is not available at the time of the preparation and delivery of the Proration Settlement Statement, Buyer shall so advise Seller, and Buyer shall provide a separate Proration Settlement Statement for any such Remaining Prorated Item(s) within a reasonable time after the final, actual amounts become available.

  • After Closing, the Parties will, and will cause their respective Affiliates to, make consistent use of such allocation, as adjusted to reflect any, if any, adjustments needed to remain consistent with Final Net Working Capital and the resulting adjustment to the Purchase Price and the Prorated Item allocation, for all Tax purposes.

  • If any party delivers to the other party any amount required by this Section 1.8 in respect of any Prorated Item, the receiving party shall use such amount to pay such Prorated Item and the delivering party shall no longer have any liability in respect of such Prorated Item.


More Definitions of Prorated Item

Prorated Item is defined in Section 2.3(j).
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Prorated Item is defined in Section 2.3(i).
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Prorated Item means: (i) water, gas, electricity and other utilities, common area maintenance reimbursements to lessors, merchants’ association dues, rents and other similar periodic charges under the Leases that are Assigned Contracts; (ii) prepaid cost or expense with respect to any Purchased Asset; or (iii) charge or payment based on a period of time of performance or possession under any Assigned Contract). Subject to Section 2.11(b), Buyer, on the one hand, and Sellers, on the other hand, will promptly (but in any event within five Business Days) after any such amount is determined to be owed, pay such amount to any other party hereunder and, if any such amount is owed to a third party, the receiving party shall remit the entire amount owed to the appropriate recipient within the time frame required by the Lease or such other Assigned Contract.
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Prorated Item means: (A) prepaid cost or expense based on a period of time; or (B) charge or payment based on a period of time of performance or possession under any lease, service Contract, maintenance Contract, marketing or advertising Contract or similar Contract). Within five Business Days after Final Net Working Capital becomes final and binding upon the Parties, Buyer will pay to the Seller or the Seller will pay to Buyer (as applicable) the amount necessary to allocate the Prorated Items between the Seller and Buyer under this Section 2.3(i) such that each has paid its pro rata share thereof. Such payment will be made, without interest, by wire transfer of immediately available funds.
Sample 1
Prorated Item means: (A) rent, utility, ad valorem Tax regarding real estate that is a direct or indirect obligation pursuant to the terms of the Assumed Real Property Lease Agreement, common area maintenance, marketing or advertising allocation or other similar amount paid or payable with respect to the Assumed Real Property Lease Agreement; (B) prepaid cost or expense based on a period of time; or (C) charge or payment based on a period of time of performance or possession under any lease (other than the Assumed Real Property Lease Agreement), service Contract, maintenance Contract, marketing or advertising Contract or similar Contract). Within five Business Days after Final Net Working Capital becomes final and binding upon the Parties, Buyer will pay to the Company or the Company will pay to Buyer (as applicable) the amount necessary to allocate the Prorated Items between the Company and Buyer under this Section 2.3(i) such that each has paid its pro rata share thereof. Such payment will be made, without interest, by wire transfer of immediately available funds.
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Related to Prorated Item

  • Property Tax means the general property tax due and paid as set

  • Base Tax Year means the property tax levy year used

  • Estimated Cost , for the purposes of rule 22, means the estimated cost to maintain, repair or replace a major capital item;

  • Total Premiums Paid means total of all the premiums received, excluding any extra premium, any rider premium and taxes.

  • Gross Rooms Revenue means all revenues derived from the sale or rental of Guest Rooms (both transient and permanent) of the Hotel, including revenue derived from the redemption of points or rewards under the loyalty programs in which the Hotel participates, amounts attributable to breakfast (where the guest room rate includes breakfast), Mandatory Guest Fees, late cancellation fees, and guaranteed no- show revenue and credit transactions, whether or not collected, at the actual rates charged, less allowances for any Guest Room rebates and overcharges, and will not include taxes collected directly from patrons or guests. Group booking rebates, if any, paid by you or on your behalf to third-party groups for group stays must be included in, and not deducted from, the calculation of Gross Rooms Revenue.

  • Tax Year means a period beginning with 6th April in one year and ending with 5th April in the next;

  • Captured assessed value means the amount in any 1 year by which the current assessed value of the development area, including the assessed value of property for which specific local taxes are paid in lieu of property taxes as determined in subdivision (w), exceeds the initial assessed value. The state tax commission shall prescribe the method for calculating captured assessed value.

  • Estimated Costs means costs estimated by the Authority as likely to be:

  • Monthly Service Fees means the monthly (or 1/12 of the annual fee) subscription fees paid for the affected Cloud Service which did not meet the SA SLA. “月服务费”是指针对没有达到系统可用性 SLA 的受影响的云服务支付的月服务费（或年服务费的 1/12）。

  • Lease Payment means any form of payment, including a land lease, by a public entity to the private entity for the use of a qualifying project.

  • Monthly Service Fee means a monthly charge to a member for continuing care and not as rent, or a daily prorated portion thereof.

  • County-adjusted property tax base per square mile means the county-adjusted property tax base divided by the number of square miles of land area in the county.

  • Anticipated county property tax revenue availability means the

  • Total Fund Operating Expenses with respect to a Fund is defined to include all expenses necessary or appropriate for the operation of the Fund including the Adviser’s investment advisory or management fee under the Advisory Agreement and other expenses described in the Advisory Agreement that the Fund is responsible for and have not been assumed by the Adviser, but excludes front-end or contingent deferred loads, taxes, leverage expenses, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses, and dividend expenses, if any.

  • Unpaid estimated income tax means estimated income tax due but not paid by the date the tax is required to be paid under applicable law.

  • Base Taxes means the Taxes payable for the Base Tax Year.

  • Monthly Base Rent The monthly rent specified in Section 1.01(8).

  • Cost Estimate means the detailed projected expenditure, including material costs and overhead, equipment costs and overhead, labor costs and overhead, and all taxes associated with each major material and service component, required for a line extension. It shall also separately identify any incremental costs associated with providing premium services. The Company may, for the purpose of standardization, establish standard construction cost estimates, for basic or premium service plans, which shall not exceed, in any event, the average cost of constructing such line extensions in the area involved, in which case the term “cost estimate” as used in this section will be understood to mean the standard estimate thus established.

  • Allocation Area means that part of a military base development area to which an allocation provision of a declaratory resolution adopted under section 16 of this chapter refers for purposes of distribution and allocation of property taxes.

  • Property Taxes means all real property Taxes, personal property Taxes and similar ad valorem Taxes.

  • Comparison Year is defined as each calendar year during the term of this Lease subsequent to the Base Year; provided, however, Lessee shall have no obligation to pay a share of the Operating Expense Increase applicable to the first twelve (12) months of the Lease Term (other than such as are mandated by a governmental authority, as to which government mandated expenses Lessee shall pay Lessee's Share, notwithstanding they occur during the first twelve (12) months). Lessee's Share of the Operating Expense Increase for the first and last Comparison Years of the Lease Term shall be prorated according to that portion of such Comparison Year as to which Lessee is responsible for a share of such increase.

  • Monthly Base Salary means 1/12th of the greater of (i) Executive’s annual base salary (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable compensation) as in effect on the date of a Change in Control Termination or a Covered Termination, as applicable, or (ii) in the case of a Change in Control Termination, Executive’s annual base salary (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable compensation) as in effect on the date of a Change in Control.

  • Lease Payments means the rental payments described in Exhibit A hereto.

  • Operating Year means the calendar year commencing January 1st of each year (including the calendar year within which the Commencement Date occurs) during the Term.

  • Direct Expenses means “Operating Expenses” and “Tax Expenses.”

  • Punch List Items means such items (i) as are reasonably necessary or appropriate to fully complete the construction, equipping and furnishing of the Hotel in accordance with this Contract and (ii) that, unless otherwise agreed by Buyer in its sole discretion, (a) individually and in the aggregate do not and will not prohibit, cause a delay in or otherwise adversely affect, under applicable Legal Requirements, the Franchise Agreement or otherwise, the opening of the Hotel for business to the public or the continued occupancy and operation of the Hotel as contemplated under the Brand and (b) may be corrected or completed, subject to delays caused by Force Majeure, within not more than sixty (60) days.