Prorations and Adjustments Sample Clauses
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Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”):
(i) Rents, in accordance with Section 10.4(c) below.
(ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon.
(iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers.
(iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period.
(v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occ...
Prorations and Adjustments. Expect as otherwise provided in the TBA or as otherwise expressly set forth in this Agreement, the operation of the Stations and the income and normal operating expenses, including, without limitation, assumed liabilities and prepaid expenses, attributable thereto through 11:59 p.m. on the Closing Date (the “Adjustment Date”) shall be for the account of Tribune Denver and thereafter for the account of Optionee. Except as otherwise provided in the TBA, expenses for goods or services received both before and after the Adjustment Date, real and personal property taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Tribune Denver and Optionee as of the Adjustment Date (the “Closing Date Adjustments”). Except as otherwise provided in the TBA, all special assessments and similar charges or liens imposed against the Purchased Assets in respect of any period of time through the Adjustment Date, whether payable in installments or otherwise, shall be the responsibility of Tribune Denver, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Adjustment Date shall be the responsibility of Optionee, and such charges shall be adjusted as required hereunder. Three (3) days prior to the Closing Date, Optionee shall estimate, in good faith, all apportionments pursuant to this Section 3.10 and shall deliver a statement of its estimates to Tribune Denver (which statement shall set forth in reasonable detail the basis for those estimates). At the Closing, Optionee shall pay to Tribune Denver, or Tribune Denver shall pay to Optionee, as the case may be, the net amount due as a result of the estimated apportionments (excluding any Table of Contents item that is in dispute). Within sixty (60) days after the Closing (the “Payment Date”), Tribune Denver shall deliver to Optionee a statement of any adjustments to Optionee’s estimate of the apportionments, and Optionee shall pay to Tribune Denver, or Tribune Denver shall pay to Optionee, as the case may be, any amount due as a result of the adjustment (or, if there is any dispute, the undisputed amount). If Optionee disputes Tribune Denver’s determinations, or if at any time after delivery of Tribune Denver’s statement of determinations, Optionee or Tribune Denver determine that any item included in the apportionments is inaccurate, or that an additional item should be included in the apportionments, ...
Prorations and Adjustments. All prorations and/or adjustments called for in this escrow are to be made on the basis of a thirty (30) day month unless otherwise instructed in writing. You are to use information contained on last available tax statement, rental statement as provided by the Seller, beneficiary's statement and fire insurance policy delivered into escrow for the prorations provided for herein.
Prorations and Adjustments. The following shall be prorated and adjusted between Contributor and Acquiror as of the Closing Date, except as otherwise specified and any such prorations shall be subject to the requirement that they not be duplicative of any of the calculations required under the Master Agreement in order to calculate the Gross Asset Value:
12.1. The amount of all security and other tenant deposits, and interest due thereon, if any, shall be credited to Acquiror or paid to Acquiror at Closing;
12.2. Acquiror and Contributor shall divide the cost of any closing escrows hereunder equally between them;
12.3. Subject to Section 13.4 below, and if and to the extent not paid by tenants in the Property, water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills;
12.4. As of the 12:01 a.m. on the Closing Date, there shall be apportioned between the Contributor (or, at Contributor’s direction, Contributor Affiliate formerly owning, whether fully or in part, an interest in the Property) and the UPREIT (i) rent under all Leases, (ii) accrued and unpaid interest (and principal, if applicable) due under the Contributor Property Indebtedness encumbering the Property, (iii) taxes, insurance and operating expenses of the Property to the extent borne by the Contributor or the Contributor Affiliate, as the case may be, rather than by the tenants, (iv) payments with respect to the items listed in the preceding clause (iii) that are received from tenants to the extent prepaid (including all security deposits) or paid in arrears to the Contributor or the Contributor Affiliate, as the case may be, and (v) other matters customarily prorated in substantial commercial real estate transactions involving office Property in the respective jurisdictions in which the Property is located. Any amounts due pursuant to this Section 12.4 shall be paid in cash at the Closing. To the extent that the amount of the items to be prorated are not reasonably ascertainable as of the Closing Date, such as tenant chargebacks or collections for tenant reimbursements, they shall be adjusted promptly after the determination of the amount thereof;
12.5. The Contributor or the Contributor Affiliate, as the case may be, shall be reimbursed for all, if any, reserve...
Prorations and Adjustments. (a) The following items shall be prorated and adjusted based upon the number of calendar days in the measuring period between Seller and Buyer as of midnight on the date of Closing, except as otherwise specified:
Prorations and Adjustments. The following adjustments and prorations shall be made as of 12:01 a.m. on the Closing Date (“Proration Date”), as though Buyer held title to the Property throughout the entire day in which the Closing occurs. Such adjustments and prorations shall be made on the basis of: (i) a 365-day year with respect to Taxes as provided in Section 11.2(a)(iii) hereof; and/or (ii) the number of days in the calendar month in which the Closing Date occurs with respect to Revenues and Operating Expenses as provided in Sections 11.2(a)(i) and (ii), respectively, hereof, subject to the following provisions:
Prorations and Adjustments. Unless otherwise provided, the following items shall be prorated and either adjusted between the parties or paid at Closing: (a) Ad valorem taxes on real property shall be prorated on a calendar year basis through the date of Closing; (b) Ad valorem taxes on personal property for the entire year shall be paid by the Seller unless the personal property is conveyed to the Buyer, in which case, the personal property taxes shall be prorated on a calendar year basis through the date of Closing; and (c) Any assessments or fees payable to an owner’s association, prorated on a calendar year basis through the date of Closing.
Prorations and Adjustments. The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:
(a) Collected Rents and other charges, other than for Tenants who owe Delinquent Rents (as hereinafter defined), shall be prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. The rent and all other sums which are due and payable to Seller by any tenant but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as, and when collected (but Purchaser shall not be required to take legal action for such amounts accruing prior to the Closing). At Closing, Seller shall deliver to Purchaser a schedule of all rent, charges and other amounts payable by tenants after the Closing with respect to which Seller is entitled to receive a share under this Agreement, and any amount due and owing to Seller before the Closing by tenants under the Leases which are unpaid on the date of Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by Purchaser from tenants shall first be applied toward Purchaser’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to Purchaser for periods after the Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by Purchaser from tenants who owe Delinquent Amounts during the month in which the Closing occurs shall first be applied to the payment of such tenants’ Delinquent Amounts, if any, with respect to the month in which the Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months. Purchaser may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which Seller is entitled to receive a share of charges or amounts, without first obtaining the written consent of Seller. If a Delinquent Amount due Seller is not paid by a tenant within the later of (x) sixty (60) days after Closing or (y) sixty (60) days after billing therefor, Seller shall have the right to attempt to effect collection by litigation or otherwise so long as Seller does not take any action which would affect such tenant’s right to occupy it...
Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses arising from the conduct of the business and operations of the Clear Channel Stations and Exchange Party Stations shall be prorated in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding transfer taxes which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Clear Channel and one-half by Exchange Party.
Prorations and Adjustments. All prorations and/or adjustments shall be made in accordance with the Purchase Agreement.