Adjustment Items. 3.2.1 The following items (the "Adjustment Items") shall be prorated as of the Adjustment Time, assuming a 365-day year or a 28-day, 30-day or 31-day month, as appropriate, and monies shall be paid at Closing in accordance with Section 3.4 herein below.
Adjustment Items. Post-Closing adjustments will be made to the Estimated Price within the time frames indicated related to the following items:
Adjustment Items. Except as otherwise provided in this Agreement, all income and expenses of the Stations, including but not limited to the following items (the “Adjustment Items”), shall be prorated between Buyer and Sellers as of the Adjustment Time, assuming a 30-day month. Except as otherwise provided in this Agreement, Sellers shall be entitled to such income and liable for such expenses prorated for the period up to and including the Closing Date, and Buyer shall be entitled to such income and liable for such expenses prorated for the period subsequent to the Closing Date. The following monies due by one party to the other under this Section 1.7(b), if any, shall be paid in accordance with Section 1.3(a) if determined at the Closing or under Section 1.7(c) if determined after the Closing.
Adjustment Items. Within thirty (30) days after Closing, ---------------- Purchaser and Seller each shall prepare and deliver to each other an accounting showing, any proposed adjustments to the items described in this Section 8. Within thirty (30) days of such delivery, Purchaser and Seller shall agree upon the adjustments to be made pursuant to such accountings. In the event Purchaser and Seller do not agree by the end of that period, the provisions of Section 26 of this Agreement regarding mediation and arbitration shall be implemented.
Adjustment Items. Buyer and Seller covenant and agree that the following items shall be adjusted between Buyer and Seller as of the Closing Date: occupancy rents; security deposits and all interest due thereon; real estate taxes; sewer rents and charges; water rents and charges; front foot benefit charges (if applicable); utilities and fuel oil; and all other operating and maintenance charges with respect to each real property Asset (the "Adjustment Items"). Buyer and Seller covenant and agree (i) to cooperate and use their respective best efforts to promptly establish the net amount of such Adjustment Items and (ii) to pay the net amount of such Adjustment Items to the appropriate party hereto, as the case may be, promptly after the Closing.
Adjustment Items. The Adjustments for the Purchased Assets shall include, if applicable, realty taxes, local improvement rates and charges, water and assessment rates, prepaid amounts under the Assumed Contracts, current amounts payable under the Assumed Contracts, operating costs, utilities, utility deposits, fuel, licenses necessary for the operation of the Property, and all other items normally adjusted between a vendor and purchaser in respect of the sale of property similar to the Property. The Adjustments for the Purchased Assets shall also include the other matters referred to in this Agreement stated to be the subject of adjustment and, notwithstanding the foregoing, shall exclude the other matters referred to in this Agreement stated not to be the subject of adjustment.
Adjustment Items. The Adjustments shall include realty taxes, local improvement rates and charges, water and assessment rates, utilities and all other items normally adjusted between a vendor and purchaser in respect of the sale of property similar to the applicable Property.
Adjustment Items. Buyer and Seller covenant and agree that the following items as related to the Business or the Assets shall be adjusted between Buyer and Seller as of the Closing Date: occupancy rents; security deposits and all interest due thereon; personal and intangible property taxes; real estate taxes (except any such taxes related to the transfer of the Leasehold Interests to Buyer); sewer rents and charges; water rents and charges; front foot benefit charges (if applicable); utilities and fuel oil; and all other operating and maintenance charges with respect to each Leasehold Interest (the "Adjustment Items"); provided, that to the extent that any Adjustment Item is included in the calculation of Tangible Net Worth, such item shall not be subject to this Section 5.9(b). Buyer and Seller covenant and agree (i) to cooperate and use their respective best efforts to promptly establish the net amount of such Adjustment Items and (ii) to pay the net amount of such Adjustment Items to the appropriate party hereto, as the case may be, promptly after the Closing, such payment to be treated by the parties hereto as an adjustment to the Purchase Price for federal, state, local and foreign tax purposes and with appropriate adjustments to the tax basis of the Assets to be made in accordance with Section 1060 of the Code and the Regulations thereunder. For purposes of apportioning between Buyer and Seller liability for real estate, personal and intangible property taxes for a tax year commencing prior to the Closing Date and concluding subsequent thereto pursuant to this Section 5.9, such taxes shall be apportioned between Buyer and Seller on a per diem basis with respect to such tax year in a manner consistent with Section 10.2 hereof.
Adjustment Items. The adjustments with respect to the Leases will include all current rents (including current basic rent, current additional rent and other current charges), prepaid rents and other prepaid charges, security deposits and all other items normally adjusted between a vendor and purchaser in respect of the sale of property similar to the Lands. For greater certainty:
Adjustment Items. At least five (5) business days prior to the Closing (the “Statement Date”), Seller shall prepare and deliver to Buyer a statement of amounts to be prorated or adjusted under this Section 2, along with details of the calculations used by Seller to compute all credits and debits together with photocopies of all invoices, vouchers and other supporting documents in sufficient detail to enable Buyer to readily verify all items prorated or adjusted therein (collectively, the “Adjustment Items”). Should Seller fail to provide the Adjustment Items by the Statement Date, Buyer may, at Buyer’s option, extend the Closing Date by one business day for each business day that elapses after the Statement Deadline until Seller completes delivery of the Adjustment Items.
