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. (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. All prorations and/or adjustments shall be made in accordance with the Purchase Agreement.
Prorations and Adjustments. Businesses, including billboard rental, business and license fees, utility charges, real and personal property taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, including program license payments, sales and service charges, taxes (except for taxes arising from the transfer of the Assets under this Agreement), employee compensation, including wages, salaries, accrued vacation, sick leave, personal days, and commissions for each employee of Seller who becomes an employee of Buyer, license fees and similar prepaid and deferred items, shall be prorated between Buyer and Seller in accordance with GAAP and to effect the principle that Seller shall receive all revenues (other than Accounts Receivable) and shall be responsible for all expenses, costs and liabilities (including, without limitation, performance bonuses payable to the Assumed Employees allocable to the period prior to the Effective Time based on the pro rata accrual of such bonuses over the calendar year on a straight line basis) allocable to the operations of the Businesses for the period prior to the Effective Time, and Buyer shall receive all revenues and shall be responsible for all expenses, costs and liabilities (including, without limitation, performance bonuses payable to the Assumed Employees allocable to the period after the Effective Time based on the pro rata accrual of such bonuses over the calendar year on a straight line basis) allocable to the operations of the Businesses for the period after the Effective Time in accordance with GAAP, subject to the following:
(1) There shall be no adjustment for, and Seller shall remain solely liable with respect to, any Excluded Contracts and any other obligation or liability not being assumed by Buyer in accordance with Section 2.7.
(2) No adjustment or proration shall be made in favor of Seller for the amount, if any, by which the value of the goods or services to be received by all the Stations (as defined in the Group II-V Asset Purchase Agreement) and the Businesses in the aggregate under their trade or barter agreements as of the Effective Time exceeds the value of any advertising time remaining to be run by such Stations and the Businesses as of the Effective Time. For purposes of this Agreement, including, without limitation, this Section 2.5 and Section 5.1, the liability for performance obligations relating to advertising time under any trade or barter agreements shall be ...
Prorations and Adjustments. A. The following shall be adjusted between Seller and Purchaser against or as a credit to the Purchase Price to be paid by Purchaser to Seller on the Closing Date; Seller being charged or credited, as appropriate, for all of same attributable to the period through midnight of the day preceding the date of Closing (i.e. 11:59 P.M. on the date before Closing) (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of the same attributable to the period on and after the Closing Date (i.e. after 11:59 P.M. on the date before Closing):
(1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (90) days after the Closing, account to Seller for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder.
(2) the Seller shall credit to the Purchaser the amount of the security deposits, if any, held by the Seller, and all prepaid rents, if applicable.
(3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other...
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. (a) The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:
(i) General real estate, personal property and ad valorem taxes and assessments, and any improvement or other bonds encumbering the Property, for the current tax year for the Property.
(ii) Utility charges, if any, and such other items that are customarily prorated in transactions of this nature shall be ratably prorated.
(iii) Rent and other charges under the Leases (to the extent such monies have actually been collected by Seller). Rents and other charges under the Leases which are delinquent as of the Closing shall not be prorated, and rents and other amounts received by Purchaser after the Closing from a tenant owing such delinquent rent or other charges shall be applied (A) first, to Purchaser's actual out-of-pocket costs of collection incurred with respect to such tenant; (B) second, to rents due from such tenant for the month in which such payment is received by Purchaser; (C) third, to rents attributable to any period after the Closing which are past due on the date of receipt; and (D) finally, to rents and other charges delinquent as of the Closing (and Purchaser promptly shall remit such amounts to Seller). Seller retains the right to pursue and collect (through any lawful proceeding) delinquent rents pertaining to Seller's period of ownership. Purchaser agrees that it shall use commercially reasonable efforts to collect any such delinquent rents and will not compromise or settle any of Seller's claims regarding delinquent rent without Seller's written consent (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent rents).
(iv) The amount of all unapplied security deposits under the Leases shall be credited to Purchaser. For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Property, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three hundred sixty-five (365) day year. The amount of such prorations shall be initially performed by the Escrow Company at Closing but shall be su...
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. 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. 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.