REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES Sample Clauses

REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses with respect to the Assets (i) due and payable by the BUYER at times after the Closing Date for periods (or portions thereof) prior to the close of business on the Closing Date or (ii) paid by the SELLER prior to the close of business on the Closing Date for periods (or portions thereof) following the Closing Date, including the prepaid expenses described in Section 1.2(f) hereof and deferred expenses described in Section 1.3(d) hereof, including without limitation, all real property taxes, personal property taxes and similar ad valorem obligations levied on SELLER with respect to the Assets (“Prorated Taxes”) (whether such taxes are payable to a taxing authority, a landlord or other third party, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses relating to the Offices shall be prorated between SELLER and BUYER as of the close of business on the day immediately preceding the Closing Date (so that, for periods including but not ending on the Closing Date, such proration will be based upon the number of calendar days in the portion of such period ending on the day immediately preceding the Closing Date, and the number of calendar days in the portion of such period beginning on the Closing Date) , provided, however, that all real estate taxes and assessments, to the extent payable by SELLER and/or BUYER, shall be prorated at the Closing on the basis of the most recently certified real estate taxes and assessments, and all utility payments and lease payments shall be prorated on the basis of the best information available at Closing. Any security deposits relating to the Leased Real Estate shall be credited to the SELLER at Closing. With respect to premiums paid to the FDIC for deposit insurance for the Deposit Liabilities, it shall be assumed that all the Deposit Liabilities are insured under the Bank Insurance Fund; the proration of FDIC insurance premiums will be based on the amount of the Deposit Liabilities as of the close of business on the Closing Date and the number of days during any period for which SELLER has prepaid premiums to the FDIC but during which BUYER has held or will hold the Deposit Liabilities. For prorations, if any, which cannot be reasonably calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section 6.4 hereof.
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REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses due and payable at the time of Closing relating to (1) the Seller Deposit Liabilities assumed by Purchaser (excepting any entrance and/or exit fees imposed by the FDIC but including regular premiums paid to the FDIC for insurance on the Seller Deposit Liabilities which regular premiums will be prorated according to a formula agreed to by the Seller and Purchaser based on the standard formula promulgated by the FDIC, the amount of the Seller Deposit Liabilities assumed by Purchaser and the number of days during any period for which Seller has prepaid premiums to the FDIC that Purchaser has held the Seller Deposit Liabilities), (2) the Seller Assets transferred to Purchaser hereunder, including all rents, real estate taxes, assessments (but not bank deposit taxes), utility payment, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses, shall be prorated between Purchaser and Seller as of the close of business on the Closing Date. Any reimbursement payment due from Purchaser to Seller or from Seller to Purchaser pursuant to the terms of this Section 1.04(c) shall be made in the manner specified in Section 4.04 herein.
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REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses (i) due and payable at times after the Closing Date for periods prior to the close of business on the Closing Date or (ii) paid prior to the close of business on the Closing Date for periods following the Closing Date, including the prepaid expenses described in Section 1.02(f) hereof and deferred expenses described in Section 1.03(d) hereof, including without limitation, real estate taxes and assessments which are a lien but not yet due
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REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All expenses relating to the Beaverton Operations Center (i) due and payable after the Closing Date for periods prior to the Closing Date or (ii) paid prior to the Closing Date for periods after the Closing Date including, without limitation and to the extent applicable, rents, real estate taxes, assessments, utility payments, medical benefit premiums for employees hired by Purchaser, payments due on the Assumed Lease (other than payments to obtain consents or similar approvals to transfer the Assumed Lease to Purchaser) and similar expenses, shall be prorated between the Purchaser and the Seller (on the basis of the actual number of days elapsed and a 360 day year or shorter period as applicable pursuant to the relevant invoice therefor) as of the Closing Date. For prorations, if any, which cannot be reasonably calculated as of the Closing Date, a post-closing adjustment shall be made as soon as reasonably possible thereafter and in no event later than the Settlement Date, and payment of such prorated amount shall be taken into account in the payment made on the Settlement Date. Any payments made or agreed to in order to obtain the consent or other approval from a party to the Assumed Lease to permit the transfer of such Assumed Lease to Purchaser shall be solely the cost and expense of Seller.
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REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All expenses due and payable at the time of Closing relating to any prepaid expenses included in the Seller Assets pursuant to Paragraph 1.02(g) shall be prorated between Purchaser and Seller as of the close of business on the Closing Date (including any FDIC insurance premiums, which premiums will be prorated according to a formula agreed to by the Seller and Purchaser based upon the standard formula promulgated by the FDIC, the amount of the Seller Deposit Liabilities assumed by Purchaser, and the number of days during any period for which Seller has prepaid premiums to the FDIC to the FDIC that Purchaser will hold the Seller Deposit Liabilities). Seller shall pay all taxes due and payable with respect to the Real Estate on or prior to the Closing Date and a prorated portion of all taxes assessable and first becoming a lien with respect to the Real Estate during the year in which the Closing Date occurs. The present tax rates and assessed values shall be used for the purpose of setting Seller's prorated payment with respect to the Real Estate taxes if applicable rates and assessed values have not been set.
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REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All expenses relating to the Transferred Contracts and the Sioux Falls, South Dakota operations center, (i) due and payable after the Closing Date for periods prior to the Closing Date or (ii) paid prior to the Closing Date for periods after the Closing Date including, without limitation and to the extent applicable, rents, real estate taxes, assessments, utility payments, medical benefit premiums for employees hired by HCS, shall be prorated between HCS and SCS (on the basis of the actual number of days elapsed and a 366 day year or shorter period as applicable pursuant to the relevant invoice therefore) as of the Closing Date, except to the extent otherwise provided for in the Sioux Falls Real Property Lease. For prorations, if any, which cannot be reasonably calculated as of the Closing Date, a post-closing adjustment shall be made as reasonably possible thereafter and in no event later than the Final Adjustment Date and payment of such prorated amount shall be taken into account in the payment made on the Final Adjustment Date.
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Related to REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES

  • Reimbursement of Certain Expenses In addition to its other obligations under Section 7 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

  • Allocation of Certain Expenses Each Shareholder will, at the discretion of the Trustees, indemnify the Trust against all expenses and losses resulting from indebtedness incurred in connection with facilitating (i) requests pending receipt of the collected funds from investments sold on the date of such Shareholder’s redemption request; (ii) redemption requests from such Shareholder who has also notified the Trust of its intention to deposit funds in its accounts on the date of said redemption request; or (iii) the purchase of investments pending receipt of collected funds from such Shareholder who has notified the Trust of its intention to deposit funds in its accounts on the date of the purchase of the investments.

  • Payment of Certain Expenses The Bank covenants and agrees with each Agent that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the cost of printing or producing this Agreement, any Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with the Blue Sky Memorandum; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 8 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of the Agents’ counsel for the establishment of this Series shall be paid by the Bank.

  • Indemnification of Certain Expenses The Company shall indemnify Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.

  • Payment of Certain Expenses by Servicer The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement, including fees and disbursements of independent accountants, Taxes imposed on the Servicer, expenses incurred in connection with payments and reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement for the account of the Seller, but excluding Liquidation Expenses incurred as a result of activities contemplated by Section 6.6; provided that for avoidance of doubt, to the extent Liquidation Expenses relate to a Loan and a Retained Interest such Liquidation Expenses shall be allocated pro rata. The Servicer will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the maintenance of the Collection Account and the Lock-Box Account. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

  • Certain Expenses The Company shall pay on demand all expenses incurred by the Holder, including reasonable attorneys' fees and expenses, as a consequence of, or in connection with (x) any amendment or waiver of this Note or any other Transaction Document, (y) any default or breach of any of the Company’s obligations set forth in the Transaction Documents and (z) the enforcement or restructuring of any right of, including the collection of any payments due, the Holder under the Transaction Documents, including any action or proceeding relating to such enforcement or any order, injunction or other process seeking to restrain the Company from paying any amount due the Holder.

  • Servicing Compensation; Payment of Certain Expenses by Servicer The Servicer shall be entitled to receive the Servicing Fee in accordance with Section 3.03 as compensation for its services in connection with servicing the Mortgage Loans. Moreover, additional servicing compensation in the form of late payment charges and certain other receipts not required to be deposited in the Collection Account as specified in Section 3.02 shall be retained by the Servicer. The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including payment of all other fees and expenses not expressly stated hereunder to be for the account of the Securityholders, including, without limitation, the fees and expenses of the Administrator, Owner Trustee, Indenture Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as specifically provided herein.

  • Servicing Compensation; Payment of Certain Expenses by Master Servicer The Master Servicer may retain the Servicing Fee pursuant to Section 3.02 as compensation for its services in servicing the Mortgage Loans. Moreover, additional servicing compensation in the form of late payment charges or other receipts not required to be deposited in the Collection Account (other than Foreclosure Profits) shall be retained by the Master Servicer. The Master Servicer must pay all expenses incurred by it in connection with its activities under this Agreement (including payment of all other fees and expenses not expressly stated under this Agreement to be for the account of another person) and shall not be entitled to reimbursement under this Agreement except as specifically provided in this Agreement. Liquidation Expenses are reimbursable to the Master Servicer FIRST, from related Liquidation Proceeds and SECOND, from the Payment Account from funds attributable to the related Loan Group pursuant to Section 8.03(a)(x) of the Indenture.

  • Payment of Certain Taxes (a) The Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Warrants hereunder.

  • Collection Costs and Attorneys’ Fees If a Party fails to perform an obligation or otherwise breaches one or more of the terms of this Agreement, the other Party may recover from the non-performing breaching Party all its costs (including actual attorneys’ and investigative fees) to enforce the terms of this Agreement.

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