Manner of Determining Prorations Clause Samples

Manner of Determining Prorations. The Purchase Price, taking into account the adjustments and prorations outlined in Section 2.2.2, shall be determined in accordance with the following procedures:
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Manner of Determining Prorations. The Initial Payment, taking into account the prorations pursuant to Section 2.4(b), will be determined in accordance with the following procedures:
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Manner of Determining Prorations. The prorations pursuant to this Section 7.4 will be determined in accordance with the following procedures: (i) No later than sixty (60) days after the Closing Date, Buyer will deliver to Seller a statement setting forth Buyer's determination of the settlement prorations pursuant to Section 7.4, which shall be certified by Buyer to be true and complete as of the Closing Date. If Seller disputes the amount of the settlement prorations determined by Buyer, it shall deliver to Buyer within thirty (30) days after its receipt of Buyer's statement a statement setting forth its determination of the amount of the settlement prorations. If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within such 30-day period, Buyer's determination of the settlement prorations shall be conclusive and binding on the parties as of the last day of the 30-day period. (ii) Buyer and Seller shall use their good faith efforts to resolve any dispute involving the determination of the settlement prorations. Each party shall provide the other party with access to and the right to copy any books and records, in its possession or in the possession of any of its affiliates, relating to its determination of the settlement prorations. If the parties are unable to resolve the dispute within thirty (30) days following the delivery of Seller's statement, each of Buyer and Seller shall select an independent certified public accountant, who shall be knowledgeable and experienced in the operation of television broadcasting stations, and the two (2) accountants so chosen shall attempt to resolve the dispute. If they are not able to do so within forty-five (45) days following the delivery of Seller's statement, the two (2) accountants shall agree upon a third accountant, and the dispute shall be resolved by the decision of the majority of the accountants, which shall be final, conclusive, and binding on the parties. Any fees of the accountants shall be split equally between the parties.
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Manner of Determining Prorations. The prorations pursuant to Section 2.3(b) will be determined finally in accordance with the following procedures: (1) Sellers shall prepare and deliver to Buyer not later than seven (7) days before the Closing Date a preliminary settlement statement which shall set forth Sellers' good faith determination of the prorations under Section 2.3(b). The Sellers' settlement statement (A) shall contain all information reasonably necessary to determine the prorations under Section 2.3(b) to the extent such prorations can be determined or estimated as of the date thereof and such other information as may be reasonably requested by Buyer, and (B) shall be certified by Sellers to be true and complete to the best of Sellers' knowledge as of the date thereof. (2) No later than three (3) days prior to the Closing Date, Buyer will deliver to Sellers a settlement statement setting forth Buyer's good faith determination of the prorations (3) In the event the Buyer and the Sellers are in agreement with respect to the amounts of the prorations under Section 2.3(b) hereof, at the Closing payment in cash or other immediately available funds shall be made by either the Buyer or the Sellers, as applicable, to give effect to such prorations. The parties shall resolve any dispute relating to the amount of such prorations under Section 2.3(b) in accordance with Section 2.3(d)(4)
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Related to Manner of Determining Prorations

  • Certain Determinations (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

  • Closing Costs and Prorations Taxes and assessments for the current year, if any, shall be prorated between the prior owner of the Personal Property and Buyer as of the date of closing. Seller shall pay one-half (½) of Closing Agent’s closing and escrow fees. Buyer shall pay one-half (½) of Closing Agent’s closing and escrow fees. In addition, Buyer shall pay all other closing costs, including but not limited to: (1) recording fees for the cost of recording the State Deed; (2) the cost for any title insurance purchased at Buyer’s option; (3) lender fees, if any, together with all associated recording fees, if any;

  • Common Area Operating Expenses Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee's Share (as specified in Paragraph 1.6(b)) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following provisions:

  • Weighing and Scaling Costs Purchaser agrees to pay for all weighing costs for logs delivered regardless if logs are purchased on a weight or scale basis. In addition, Purchaser agrees to pay for all scaling costs for logs delivered on a scale basis. Purchaser also agrees to pay for all costs associated with the transmission and reporting of scale or weight data.

  • Adjustment of Impositions Impositions imposed in respect of the tax-fiscal period during which the Term terminates shall be adjusted and prorated between Lessor and Lessee, whether or not such Imposition is imposed before or after such termination, and Lessee’s obligation to pay its prorated share thereof after termination shall survive such termination.