PRORATION AMOUNT Clause Samples

PRORATION AMOUNT. 2.7.1. Subject to the terms and conditions of Section 2.7.2, at least five (5) days prior to the Closing Date for the Stations, Seller shall make a good faith estimate of the adjustments to the Base Purchase Price customary in radio broadcast station transactions for Proration Items (the "Proration Amount") to reflect that all Proration Items of the Stations shall be apportioned between Buyer and Seller in accordance with the principle that Seller shall receive the benefit of all revenues, refunds, deposits (other than deposits for Program Contracts which shall be prorated based on the percentage of the term that the program was aired on the Stations before the Closing Date and the percentage available to be aired on and after the Closing Date) and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses or operations of the Stations for the period prior to the Closing Date, and Buyer shall receive the benefit of all revenues, refunds, deposits and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses or operations of the Stations from and after the Closing Date; provided, however, that there shall be no adjustment or proration for any negative or positive net trade balance except to the extent that the negative trade balance (i.e., the amount by which the value of goods or services to be received is less than the value of any advertising time remaining to be run) for all of the Stations exceeds $50,000 as of the Closing Date. Determinations pursuant to this Section 2.7.1 shall be made in accordance with generally accepted accounting principles consistently applied for the period prior to the Closing Date. 2.7.2. Notwithstanding anything to the contrary contained in Section 2.7.1 and to the extent consistent with Section 2.6.5, if Seller shall have received the Preliminary Payment, then the Proration Amount for the Stations shall be determined under Section 2.7.1 on the Closing Date (or the closing date of an Account Sale, if applicable) in accordance with the principle that Seller shall receive the benefit of all revenues, refunds, deposits (other than deposits for Program Contracts which shall be prorated based on the percentage of the term that the film or program was aired on the Stations before the Preliminary Payment Date and the percentage available to be aired on and after the Preliminary Payment Date) and pre...
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PRORATION AMOUNT. As used herein, means the net amount of the credit (or debit) to Assignor as a result of the allocation of income and expenses to the "Old Partnership" (as such term is hereinafter defined) by reason of the prorations hereinafter provided for.
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PRORATION AMOUNT. (a) The expenses attributable to the operation of the Business prior to the Closing Date shall be for the account of Seller and thereafter such expenses as are assumed hereunder or incurred thereafter shall be for the account of Buyer. Accordingly, at least three (3) business days prior to the Closing Date, Seller shall make a good faith estimate (the "ESTIMATED PRORATION AMOUNT") of the net amount (the "PRORATION AMOUNT") to be added to or subtracted from the Purchase Price to prorate such income and expenses pursuant to the following principles and procedures: (i) Expenses relating to the Business, including, but not limited to, utility charges, rent, music license fees, wages and salaries of employees (including accrued bonuses, personal holidays, holiday pay, commissions, vacation and sick pay), ad valorem taxes, payroll taxes, FCC annual regulatory fees, and state and local taxes (not including income taxes), shall be prorated as of 11:59 p.m. on the day before the Closing Date such that Seller is responsible for expenses up to that time (and Buyer shall be entitled to a debit to the Proration Amount with respect to such expenses which are not paid by Seller) and Buyer is responsible for expenses after that time. (ii) Seller shall be responsible for the payment in respect of all supplies or inventory received by Seller prior to the Closing Date (and Buyer shall be entitled to a debit to the Proration Amount with respect to such payments which are not made by Seller), and Buyer shall be responsible for the payment in respect of all supplies or inventory received thereafter under any Assumed Contract. (iii) Buyer shall be entitled to a debit to the Proration Amount in the amount by which, as of 11:59 p.m. of the day before the Closing Date, the net aggregate amount due under Trade-Out Agreements exceeds the net aggregate amount of benefits to be received by Buyer on or after the Closing Date under such Trade-Out Agreements. (b) Within ninety (90) days after the Closing Date, Seller will cause to be prepared and delivered to Buyer in writing and in reasonable detail a determination of the Proration Amount as of the Closing Date (the "FINAL PRORATION AMOUNT") by KPMG Peat Marwick, LLP or its successor firm. Buyer shall have the right to review the computations and workpapers used in connection with the determination of the Final Proration Amount. If Buyer disagrees with the calculation of Final Proration Amount, Buyer may, within 45 days after notice of t...
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PRORATION AMOUNT. As provided in Section 2.8, the amount by which Transferee’s account is to be credited or charged, as reflected on the Proration List(s).
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PRORATION AMOUNT. The amount of any adjustments or prorations to be paid by Buyer determined in accordance with Section 2.4(b) by wire transfer of immediately available funds; and
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PRORATION AMOUNT. As used herein, means the net amount of the credit (or debit) to (or from) Carlyle as a result of the allocation of income and expenses to the "Old Partnership" (as such term is hereinafter defined) by reason of the prorations hereinafter provided for.
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PRORATION AMOUNT. To the extent not otherwise adjusted for in the determination of the Net Working Capital, at least three (3) days prior to the Closing Date, Sellers shall make a good faith estimate of the adjustment to the Purchase Price customary in radio broadcast station transactions for Proration Items (the "Proration Amount") to reflect that all Proration Items of the Stations shall be apportioned between Buyer and Sellers so that all such Proration Items attributable to the business and operation of the Stations for the period prior to the Closing Date are for the account of Sellers and for the period on and after the Closing Date are for the account of Buyer. After the Closing Date, the Proration Amount shall be finally determined in accordance with the provisions for final determination of the Net Working Capital set forth in SECTION 2.6.2 and all disagreements regarding the Proration Amount shall be negotiated in good faith by Buyer and Sellers and otherwise settled in accordance with the provisions for the resolution for disagreements regarding the Final Net Working Capital set forth in SECTION 2.
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Related to PRORATION AMOUNT

  • Adjustment Amount (a) Schedule 2.16 sets forth a sample calculation of the Adjustment Amount and the Target Adjustment Amount as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset, liability and other line items and accounting principles used in such calculation, and assuming that all of such asset and liability line items that constitute Mallinckrodt Assets or Mallinckrodt Liabilities under this Agreement will be transferred to Mallinckrodt as of the Distribution. (b) Within sixty (60) days after the Distribution Date, Mallinckrodt shall cause to be prepared and delivered to Covidien a statement (the “Closing Statement”) setting forth (i) the Adjustment Amount and the calculation of the Adjustment Amount and (ii) the Target Adjustment Amount and the calculation of the Target Adjustment Amount. The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot be appropriately placed in line items previously used by Mallinckrodt, but that constitute Mallinckrodt Assets or Mallinckrodt Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. (c) Within thirty (30) days following receipt by Covidien of the Closing Statement, Covidien shall deliver written notice to Mallinckrodt of any dispute Covidien has with respect to the preparation or content of the Closing Statement (the “Dispute Notice”); provided, however, that if Covidien does not deliver any Dispute Notice to Mallinckrodt within such thirty (30)-day period, the Closing Statement will be final, conclusive and binding on the Parties. Any Dispute Notice shall (i) set forth in reasonable detail the basis for any dispute included therein, the amounts involved and Covidien’s determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) and (ii) include only disagreements based on the Adjustment Amount and/or the Target Adjustment Amount (as applicable) not being calculated properly in accordance with this Agreement or containing mathematical errors. Upon receipt by Mallinckrodt of a Dispute Notice, Mallinckrodt and Covidien shall negotiate in good faith to resolve any dispute set forth therein. If Mallinckrodt and Covidien, such good faith effort notwithstanding, fail to resolve any such dispute within fifteen (15) Business Days following receipt by Mallinckrodt of the Dispute Notice (the “Dispute Resolution Period”), then Mallinckrodt and Covidien jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, Ernst & Young LLP or, if Ernst & Young LLP is unavailable or conflicted, another nationally recognized major accounting firm selected jointly by Covidien and Mallinckrodt (the “Independent Accounting Firm”) to resolve any such dispute. If Ernst & Young LLP is unavailable or conflicted and Covidien and Mallinckrodt are unable to agree on the Independent Accounting Firm, then each of Covidien and Mallinckrodt shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Mallinckrodt and Covidien shall each prepare and submit a presentation detailing each Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm. Mallinckrodt and Covidien shall cause the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than thirty (30) days following such presentations, make a final determination, binding on the Parties, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Covidien or Mallinckrodt, shall not be in excess of the higher, nor less than the lower, of the amounts set forth by Mallinckrodt in the Closing Statement or by Covidien in the Dispute Notice, as applicable. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) was properly calculated in accordance with the Transaction Accounting Principles, and the Independent Accounting Firm is not to make any other determination, including any determination as to whether GAAP was followed, to the extent GAAP is inconsistent with the Transaction Accounting Principles. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Covidien and Mallinckrodt. All determinations made by the Independent Accounting Firm, and the Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the Parties, absent fraud or manifest error. (d) For purposes of complying with the terms set forth in this Section 2.16, Mallinckrodt and Covidien shall cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case, to the extent related to the Mallinckrodt Assets, Mallinckrodt Liabilities or Mallinckrodt Business, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Closing Statement and the resolution of any disputes thereunder. (e) If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is greater than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Mallinckrodt shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Covidien by wire transfer of immediately available funds to an account or accounts designated in writing by Covidien to Mallinckrodt. If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is less than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Covidien shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Mallinckrodt by wire transfer of immediately available funds to an account or accounts designated in writing by Mallinckrodt to Covidien. Any such payment pursuant to this Section 2.16(e) is to be made within five (5) Business Days of the date on which the Adjustment Amount and the Target Adjustment Amount have been finally determined pursuant to this Section 2.16.

  • Returned Payment Fee If your account is subject to a Returned Payment Fee, the fee will be charged to your account when a payment is returned for any reason.

  • Contribution Amounts The Company, the Selling Shareholders and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8.6. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

  • Gross Settlement Amount Except as otherwise provided by Paragraph 8 below, Defendant promises to pay $1,110,000.00 as the Gross Settlement Amount. Defendant will separately pay the employer's share of payroll taxes on the Wage Portion of the Individual Class Payments. Defendant has no obligation to pay the Gross Settlement Amount prior to the deadline stated in Paragraph 4.3 of this Agreement. The Administrator will disburse the entire Gross Settlement Amount without asking or requiring Participating Class Members or Aggrieved Employees to submit any claim as a condition of payment. None of the Gross Settlement Amount will revert to Defendant.

  • Payment Amount Payment for the Services shall be as follows: (choose one) ☐ - $______________________ for the Services (“Payment”). ☐ - At an hourly rate of $____ per hour (“Payment”). ☐ - Other. ______________________________________________ (“Payment”) If the Subcontractor asserts a claim which involves, in whole or in part, acts or omissions which are the responsibility of the Client or another person for whom a claim may be submitted, including but not limited to, claims for failure to pay, an extension of time, impacts, delay damages, or extra work, the Contractor shall present the Subcontractor's claim to the Client or other responsible party provided the Subcontractor presents to Contractor competent supporting evidence and in sufficient time for the Contractor to do so. The Subcontractor shall cooperate fully with the Contractor in any and all steps the Contractor takes in connection with prosecuting such a claim and shall hold harmless and reimburse the Contractor for all expenses, including legal expenses, incurred by the Contractor which arise out of the Contractor's submission of the Subcontractor's claims to the Client or other responsible party(ies). The Subcontractor shall be bound by any adjudication or award in any action or proceeding resolving such a claim.