Closing Proration Clause Samples

Closing Proration. All rental and other income from the property shall be prorated as of the closing date and any such income allocable through the day of closing and thereafter which has been paid to Seller shall be credited to Purchaser. All rental and other income from the property which is paid to Purchaser or its employees after closing allocable to the period prior to the day of closing shall be paid by Purchaser to Seller upon receipt. All rental and other income from the property allocable to the period after closing which is paid after closing to Seller or its employees or agents shall be paid by Seller to Purchaser upon receipt. All expenses of or relating to the property shall be prorated as of the closing date. Any bills received after closing shall be paid by Seller to the extent they are allocable to the period prior to the closing date. All credits to Purchaser of items of income, expenses, taxes or assessments prorated or adjusted at closing shall reduce the cash portion of the purchase price payable at closing. All such credits to Seller shall increase the cash portion of the purchase price payable at closing. In the event any closing proration is based upon incorrect information, adjustment or correction thereof shall be made within sixty (60) days after the date of closing or shall be deemed to be waived.

Closing Proration. Seller and Purchaser agree that Seller shall be entitled to a credit at Closing in an amount equal to Six Thousand Dollars and 00/100 ($6,000.00) for certain work at the Property required by Purchaser's Senior Financing Lender, which credit shall be evidenced in the Proration Schedule.

Closing Proration. After Closing, any ad valorem, use, real property, personal property and other taxes, installments or special assessments, utility, water or similar payments which become due and payable after the Closing Date and relate to periods both before and after the Closing Date shall be prorated and adjusted between each of Seller and Buyer as of the Closing Date on a per diem basis and Seller shall be responsible for and pay the portion of such amounts allocable to the period prior to the Closing Date. If current tax bills are unavailable at the Closing Date, the prior year's tax bills shall be used for proration purposes and when the current year's tax bills are received, the proration shall be recalculated and the appropriate payment shall be made forthwith.

Closing Proration. With the understanding that the School is responsible for 100% of the costs discussed below and reimburses Seller for such costs, Seller and Buyer agree to the following prorations and allocation of costs regarding this Agreement:

Closing Proration. After the Closing, any ad valorem, use, real and personal property and other similar Taxes, installments or special assessments, utility, water or similar payments arising from, or relating to, the Assets or the conduct of the Business, which become due and payable on or after the Closing Date and relate to periods both before and after the Closing Date, shall be prorated and adjusted between the Stockholders and the Purchaser as of the Closing Date on a per diem basis and the Stockholders shall be responsible for and pay to the Purchaser the portion of such amounts allocable to the period prior to the Closing Date for which payment is due on or after the Closing Date at least five (5) Business Days prior to the date such Taxes become due and payable.

Closing Proration. The following matters and items pertaining to the Purchased Interests shall be apportioned between the parties hereto or, where applicable, credited in total to a particular party, as of 12:01 a.m. on the Closing Date (the “Closing Cutoff Time”). Net credits in favor of Buyer shall be deducted from the balance of the Purchase Price at the Closing, and net credits in favor of Seller shall be added to the balance of the Purchase Price at the Closing. Unless otherwise indicated below, Buyer shall receive a credit for any of the following items to the extent the same are accrued but unpaid as of the Closing Cutoff Time (whether or not due, owing or delinquent as of the Closing Cutoff Time), and Seller shall receive a credit to the extent any of the following items shall have been paid prior to the Closing Date to the extent the payment thereof relates to any period of time after the Closing Cutoff Time. Each of the following prorations shall be calculated to avoid any duplication.

Closing Proration. After the Closing, any AD VALOREM, use, real and personal property and other Taxes, installments or special assessments, utility, water or similar payments arising from, or relating to, the Purchased Assets or the conduct of the Business, which become due and payable on or after the Closing Date and relate to periods both before and after the Closing, shall be prorated and adjusted between the Seller and the Purchaser as of the Closing Date on a PER DIEM basis and Seller shall be responsible for and pay to the Purchaser the portion of such amounts allocatable to the period prior to the Closing Date for which payment is due on or after the Closing Date at least two (2) business days prior to the date such Taxes become due and payable. Purchaser shall provide Seller with reasonable notice of any such claim hereunder. Seller shall remain responsible for paying the PER DIEM amounts due from Seller under this Sub-Section 4.3, notwithstanding any failure by Purchaser to provide Seller with reasonable notice; it being understood that failure on the part of the Purchaser to provide reasonable notice as aforesaid shall only relieve Seller of the obligation to pay such amounts at least two (2) business days prior to the due date thereof.

Closing Proration. (a) Prior to Closing, Sellers shall cause its accounting staff (“Seller’s Accountants”) to make such inventories, examinations and audits of the business operated on the Property (the “Business”), and of the books and records of the Business, as Seller’s Accountants may deem necessary to make the prorations contemplated by this Section 8.03 and Exhibit D hereto. Buyer or its designated representatives may be present at such inventories, examinations and audits of the Business. Based upon such audits and inventories, Seller’s Accountants will prepare and deliver to Buyer and Sellers no later than the Closing Date a closing statement (the “Closing Statement”), which shall serve as the basis upon which the Closing Proration shall be determined at the Closing. Buyer and Sellers shall cooperate in good faith to agree upon the Closing Statement, provided that, absent manifest error, the records and calculations of Seller’s Accountants (which shall be kept and made in good faith) shall be binding upon all parties to this Agreement. (b) If the Closing Proration results in a net credit in favor of Sellers, the Purchase Price shall be increased by the amount of the Closing Proration. If the Closing Proration results in a net credit in favor of Buyer, the Purchase Price shall be reduced by the amount of the Closing Proration.

Closing Proration. (a) After Closing, any personal property taxes, utility, water or similar payments that involve the Prepaid Phone Card Business, which become due and payable on or after the Closing Date and relate to periods both before and after the Closing Date shall be prorated and adjusted between each of Seller and Buyer as of the Closing Date on a per diem basis and Seller shall be responsible for and pay to Buyer the portion of such amounts allocable to the period prior to the Closing Date for which payment is due on or after the Closing Date at least two (2) business days prior to the date such amounts become due and payable. Buyer shall provide Seller with at least five (5) business days notice of any such due date and the amount becoming then due and payable. (b) Notwithstanding the foregoing, Buyer shall file tax returns relating to, and shall pay, all sales, excise, use, telecommunications and gross receipts taxes with respect to (1) telecommunications services supplied in accordance with Section 1.3(a) and (2) contracts described in Section 1.3(b) to the extent included in the Assets. The taxes referred to in the immediately preceding sentence include certain taxes referenced in clause (2) of Section 4.7(d) hereof. Buyer will continue to file such tax returns and pay such taxes, in each case relating to the Prepaid Phone Card Business, on that same basis.