Common use of Prorated Items Clause in Contracts

Prorated Items. Except as otherwise provided for in this Agreement, all income and expense associated with the operation of the Business (including taxes, governmental assessments, utilities, and similar items that are customarily prorated among buyers and sellers), including rents prepaid by Seller under any lease, will be apportioned among the Parties as of the Closing Date, it being the Parties’ intent that the operation of the Business and the income and expenses attributable thereto up to (but not including) the Closing Date will be for the account of Seller and from and after the Closing Date will be for the account of Buyer. After the Closing, upon the reasonable request of either Party following the discovery of any errors, inaccuracies, or omissions in the prorations made at the Closing, such prorations will be “trued up” and corrected and the Parties will promptly make such payments to one another as are necessary to effectuate the intended Closing prorations described in this Section. Notwithstanding the foregoing, nothing in this Section will be deemed an assumption by Buyer of, or to impose any obligation on Buyer for, any liabilities, obligations, or expenses associated with the Business other than the Assumed Contracts.