Proration of Certain Items. With respect to certain expenses incurred in the operation of the business, the following prorations shall be made:
Proration of Certain Items. Payments in respect of the Real Property Lease or equipment leases included in the Assumed Contracts in respect of the month in which the Closing occurs and utility, water and sewer use charges shall be apportioned and adjusted as of the Closing Date. Appropriate cash payments by Seller or Purchaser, as the case may require, shall be made from time to time, as soon as practicable after the facts giving rise to the obligation for such payments are known, to give effect to the prorations provided for in this Section 1.5.
Proration of Certain Items. Provided the Closing occurs, Buyer shall receive a credit with respect to the following items (the "Prorations"):
Proration of Certain Items. Except as detailed at Section 2.4 herein, all rental income or expenses associated with the operation of the Branch (including, but not limited to rental lease payments related to the Branch, safe deposit box rental fees actually collected, and any security deposits or prepaid rents paid related to such Leased Realty), real estate taxes, personal property taxes (tangible or intangible), utility, water and sewer charges and assessments, and any and all other pre-paid charges related to the operation of the Branch shall be prorated between Buyer and Seller as of the close of business on the Closing Date. In addition, any quarterly assessments actually paid by Seller to the Deposit Insurance Fund of the FDIC prior to the Closing Date for the quarterly assessment period containing the Closing Date with respect to the Deposits, shall be prorated between Buyer and Seller as of the close of business on the Closing Date based upon the daily assessment rate in effect as of such assessment quarter with respect to Seller, the Deposits subject to assessment that actually transfer as of the Closing Date and the number of calendar days remaining until the end of such assessment quarter, such that Seller shall receive a reimbursement from Buyer for such number of calendar days remaining until the end of such assessment quarter.
Proration of Certain Items. The Sellers and the Buyer agree to prorate the following costs and expenses and any other items mutually agreed to by such parties.
Proration of Certain Items. Except as provided in this Section 1.11, all property and ad valorem Taxes, leasehold rentals and other customarily proratable items relating to the Acquired Assets payable prior to or subsequent to the Closing Date and relating to a period of time both prior to and subsequent to the Closing Date shall be prorated as of the Closing between Imation and TDK, and the prorated portion due from the Relevant Entities, to the extent not previously paid, shall be reflected on the Closing Date Balance Sheet. If the actual amount of any such item is not known as of the Closing Date, such proration shall be based on the previous year’s assessment of such item and the parties shall adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known.
Proration of Certain Items. With respect to certain expenses incurred with respect to the Assets in the operation of the Business, the following prorations shall be made between Seller and Purchaser:
Proration of Certain Items. Except as set forth in Section 2.4 of this Agreement, all rental income or expenses associated with the operation of the Branches, real estate taxes, personal property taxes (tangible or intangible), and utility, water and sewer charges and assessments shall be prorated between Buyer and Seller as of the close of business on the Closing Date. In addition, any quarterly assessments actually paid to the Bank Insurance Fund or the Savings Association Insurance Fund prior to the Closing Date for the quarterly assessment period containing the Closing Date with respect to the Deposits, shall be prorated between Buyer and Seller as of the close of business on the Closing Date based upon the daily assessment rate in effect as of such assessment quarter with respect to Seller, the Deposits subject to assessment that actually transfer as of the Closing Date and the number of calendar days remaining until the end of such assessment quarter.
Proration of Certain Items. Purchaser and Seller agree that the following expenses of the Business shall be calculated and prorated as of the Closing, with Seller responsible for such expenses for the period up to the Closing, and Purchaser to be responsible for the period on and after the Closing Date: (i) real property and personal property Taxes, water, electric, fuel, gas, telephone, sewer and other utility charges, in each case, to the extent relating to the Owned Real Property and the Business, (ii) rentals and other charges under Assumed Contracts, and (iii) fees under Permits to be transferred to Purchaser as part of the Acquired Assets. Such proration shall be preliminarily made at the Closing and completed within 45 days of the Closing, and any amount due from one party to the other in respect of such proration shall be paid within ten days thereafter.
Proration of Certain Items. (a) All receipts and disbursements related to the Business Licensed Intellectual Property, the Owned Business Real Property, Leased Business Real Property, leases of Tangible Personal Property, maintenance and utility charges, assessments and other similar charges against real estate except for Periodic Taxes (the “Prorated Expenses”), shall be prorated to the Closing Date on a per diem basis. Not less than three (3) days prior to the Closing Date, the Seller shall prepare and deliver to the Purchaser for its review and comment a prorations schedule setting forth the Seller’s good faith estimate of the Prorated Expenses calculated through the Closing Date (the “Prorations Schedule”). At the Closing, the Purchase Price shall be increased or decreased, as the case may be, in respect of the Prorated Expenses as reflected in the Prorations Schedule mutually agreed by the Seller and the Purchaser. All income and expense reporting in respect of the Prorated Expenses shall be determined in accordance with GAAP.
