No Prorations Sample Clauses
The "No Prorations" clause establishes that certain costs, expenses, or benefits associated with a transaction will not be divided or adjusted between the parties based on the closing date or the period of ownership. In practice, this means that items such as taxes, utilities, or rent will not be split proportionally between the buyer and seller; instead, one party assumes full responsibility for these items regardless of when the transaction occurs. This clause serves to simplify the settlement process and eliminate disputes over partial payments or reimbursements, ensuring clarity and finality in the allocation of financial obligations.
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No Prorations. Seller as the owner of the Skylift Assets prior to the Skylift Closing, and as the sublessee with respect to the Skylift Assets after the Skylift Closing, and as the owner of the Cypress Assets prior to the Closing and as the subpermitee with respect to the Cypress Assets after Closing, shall be continuously responsible for the payment of the following items: (a) Taxes and assessments; (b) tenant lease expenses and security deposits, if any; (c) Contract rights to receive and obligations to pay; (d) deposits and fees under any Licenses and Permits; (e) utility expenses; and (f) Trade Payables. Consequently there shall be no proration at Skylift Closing or at the Closing of any of these items noted in this Section 9.2.
No Prorations. There shall be no proration of income and expenses of the Property at Closing. Seller shall be entitled to receive all income, and shall be obligated to pay all expenses, with respect to the Property accruing through December 31, 2012. Notwithstanding the foregoing, nothing contained in this Agreement shall relieve Seller from paying rent for any partial month following Closing in accordance with the terms of the Lease.
No Prorations. Cashflow from the Hotel shall belong to Purchaser as of January 1, 2010. Purchaser shall acquire the Hotel operations, including without limitation the Hotel’s working capital, without any adjustments, at Closing. Purchaser shall acquire all reserve accounts, as well as any and all cash on hand and in banks, as of the Closing Date. On the Closing Date, Seller shall pay to Purchaser any and all amounts due to the Hotel, after deducting any and all amounts due to Seller from the Hotel.
No Prorations. The obligations for property taxes and Mining Claims payments shall not be prorated and USMetals shall assume those obligations at the Closing Date, provided that, they are paid current.
No Prorations. BUYER and SELLER acknowledge and agree that, because SELLER is leasing back the Property from BUYER pursuant to the Leases, and since the Leases require SELLER, as tenant, to pay property taxes and assessments (as more fully described in the Leases), no prorations of property taxes, utility payments or payments under any contracts shall be prorated at Closing.
No Prorations. Pursuant to existing agreements between the Parties, Venoco shall continue to be responsible for all real and personal property taxes, assessments, and special levies in the Property; therefore, Escrow Holder shall not prorate any item customarily prorated in the County of Santa Barbara, California.
No Prorations. Because New Property Owner, as landlord, and Seller, as tenant, will enter into the Property Lease in connection with Closing, and having a lease commencement date that occurs simultaneously with Closing, as between Seller and Buyer, there will be no adjustment or proration of income or expenses relating to the Property or the Purchased Assets.
No Prorations. There shall be no prorations, or credits to the Consideration to be paid by Global at the closing. Subject to the terms and conditions of the Western Land JV Assignment of LLC Interest and the Western Water Assignment of LLC Interest, the Company will continue to pay all expenses and liabilities of the Company whether incurred prior to or after the Closing and whether or not such expenses and liabilities are customarily prorated items.
No Prorations. The Parties acknowledge that (a) the Facility Lease will be a net lease and that Facility Tenant will pay all taxes, assessments and utility charges in connection with the Facility Tenant’s use and occupancy of the Property which arise or are incurred on or after the Closing Date, and (b) Seller shall pay all taxes, assessments and utility charges due at the time of Closing and in connection with the use and occupancy of the Property prior to the Closing Date. As a result, as between Seller and Purchaser there will be no apportionment at Closing of such taxes, assessments and utility charges.
No Prorations. Buyer and Seller acknowledge and agree that each Master Lease is absolutely net to Seller, as Landlord, and that Buyer, as tenant thereunder, is solely responsible for all Impositions (as defined therein), real estate and personal property taxes, insurance premiums, utility charges, licensure expenses and all other expenses incurred in connection with the operation, maintenance and use of the Facilities. Accordingly, Buyer shall be solely responsible for all such amounts whether accruing prior to or after the respective Closing Date and there shall be no prorations on account thereof between Buyer and Seller hereunder, except that Buyer shall be entitled to a credit against the Purchase Price for any rent or other charges paid to Seller and which are applicable to any period after the applicable Closing Date.