Common use of Prorations at Closing Clause in Contracts

Prorations at Closing. All compensation (including vacation and sick pay accruals, as applicable), payroll and withholding taxes relating to the Seller's employees, including wages accrued but unpaid for the current payroll period (determined as of the Closing Date) shall be paid by the Buyer when due and shall be treated as an Assumed Obligation; provided, however, that Seller will pay the entire payroll for the period ending August 31, 2004. Seller will also pay all bills for ordinary accounts payable received prior to the Effective Time, and Buyer will pay all bills for ordinary accounts payable received after the Effective Time, not to exceed $10,000 in the aggregate, plus the Assumed Obligations. All other operating expenses and liabilities relating to the ownership and operation of the Purchased Assets attributable to the period ending at the Effective Time that are not Assumed Obligations shall be paid by the Seller as they fall due. The Assumed Obligations and all operating and other expenses relating to the ownership and operation of the Purchased Assets attributable to periods commencing on and after the Effective Time shall be the sole responsibility of the Buyer.

Prorations at Closing. All compensation (including vacation and sick pay accruals, as applicable), payroll and withholding taxes relating to the Seller's employees, including wages accrued but unpaid for the current payroll period (determined as of the Closing Date) shall be paid by the Buyer when due and shall be treated as an Assumed Obligation; provided, however, that Seller will pay the entire payroll for the period ending August March 31, 20042003. Seller will also pay all bills for ordinary accounts payable received prior to the Effective Time, and Buyer will pay all bills for ordinary accounts payable received after the Effective Time, not to exceed $10,000 in the aggregate, plus the Assumed Obligations. All other operating expenses and liabilities relating to the ownership and operation of the Purchased Assets attributable to the period ending at the Effective Time that are not Assumed Obligations shall be paid by the Seller as they fall due. The Assumed Obligations and all operating and other expenses relating to the ownership and operation of the Purchased Assets attributable to periods commencing on and after the Effective Time shall be the sole responsibility of the Buyer.