Adjustments and Prorations Sample Clauses

Adjustments and Prorations. At Closing, Seller and Buyer shall make adjustments and prorations in the manner set forth in Schedule 3.4.

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP, Owner and Contributor. The adjustments and prorations will be made by a cash payment and shall not be an adjustment to the Units to be issued at Closing. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project prior to the Contribution Date (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution Date, shall be paid by Owner or Contributor prior to the Contribution Date. Current real estate and personal property taxes and assessments shall be prorated at the Closing effective as of the Closing Date on a calendar year basis, understanding that real estate taxes in the State of Florida are payable in arrears. Such proration shall be made on the basis of the amount of real estate and personal property taxes for the current year if and to the extent that the taxing authorities have issued statements therefor, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, as the case may be. (b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor on the Contribution Date. (c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges unde...

Adjustments and Prorations. (a) All revenues arising from the ownership of the Assets, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business for the period prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business for the period commencing on and continuing after the Closing Date (provided, however, that -------- ------- Buyer shall have no responsibility for any wages, salaries, vacation, sick pay or other similar expenses of any employee of Seller, it being understood that Buyer is not the successor employer of any of Seller's employees).

Adjustments and Prorations. The Purchase Price shall be decreased by the product of 17.37 times the amount, if any, by which Broadcast Cash Flow (as defined in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Date, and all expenses arising from the Stations up until midnight on the day prior to the Closing Date, including business and license fees (including any retroactive adjustments thereof), utility charges, real and personal property taxes and assessments levied against the Assets, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, property and equipment rentals, applicable copyright or other fees, sales and service charges, taxes (except for taxes arising from the transfer of the Assets hereunder), and similar prepaid and deferred items, shall be prorated between Buyer and Seller in accordance with the principle that Seller shall receive all revenues, and all refunds to Seller and deposits of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities allocable in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations for the period prior to the Closing Date, and Buyer shall receive all revenues and shall be responsible for all expenses, costs and obligations allocable in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent the value (as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00). A. Any adjustments or prorations will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment being made in accordance with the procedures set forth in Section 2.4B. B. Within sixty (60) days afte...

Adjustments and Prorations. All guest room revenues for the night preceding the Closing shall be allocated to Seller, and Seller shall pay all labor costs for cleaning of guest rooms on the day of Closing. Subject to the foregoing sentence and unless otherwise expressly provided for in this Agreement, Seller shall be responsible for and shall pay promptly (or reduce the Purchase Price or credit Purchaser) for all operating expenses or liabilities with respect to the Property, including, without limitation, all real property, personal property, occupancy and sales and use taxes, which accrue with respect to the Property with respect to all periods on and prior to the Cut-Off Time (as defined below) and Purchaser shall be responsible for and shall pay promptly all operating expenses and liabilities with respect to the Property, including without limitation all real property, personal property and sales and use taxes, which accrue with respect to the Property with respect to all periods after the Cut-Off Time. Unless otherwise provided below, the following are to be adjusted and prorated between Seller and Purchaser as of 11:59 P.M. (local time at the location of the Property) on the day preceding the Closing (the “Cut-Off Time”), based upon a 365 day year, and the net amount thereof under this Section shall be added to (if such net amount is in Seller’s favor) or deducted from (if such net amount is in Purchaser’s favor) the Purchase Price payable at Closing:

Adjustments and Prorations. In addition to the costs and expenses required to be paid in connection with the consummation of the transaction, which shall be paid by Purchaser and Seller as set forth in Section 6.5, the following matters and items shall be apportioned between the parties or, where appropriate, credited in total to a particular party, as of the Cut Off Time so that the Closing Date is a date of income and expense for Purchaser as provided below:

Adjustments and Prorations. All items of income or expense arising from the ownership of the Property shall be prorated and adjusted as of the Closing Date unless otherwise specifically mentioned herein including, without limitation, the following:

Adjustments and Prorations. Sellers and Purchaser agree to prorate all non-delinquent real estate and personal property taxes and assessments on the Property as of the Proration Date based upon the most recent available tax ▇▇▇▇ for the Property, in accordance with the provisions set forth in this Paragraph 12.04, and there will be no adjustment for the actual tax ▇▇▇▇ for the Property upon its issuance by the applicable taxing authorities. The date used for prorations and adjustments hereunder (the “Proration Date”) is end of the day on the Closing Date, and accordingly Sellers will be deemed to own the Property (and will be entitled to any revenues and responsible for any expenses) for the entire day upon which the Closing occurs. Any apportionments or prorations not expressly described herein will be handled in accordance with the customary practice in the County and State. Sellers and Purchaser agree to prepare the closing statement reflecting the adjustments and prorations (the “Closing Statement”) prior to the Proration Date and deliver an executed counterpart of the Closing Statement to Escrow Agent on or before the Closing Date. Sellers will pay any net adjustment in favor of Purchaser in the form of a credit to the Purchase Price. Purchaser will pay any net adjustment in favor of Sellers in Cash Funds at Closing:

Adjustments and Prorations. The operation of the Business and the income and expenses attributable thereto shall be allocated such that Buyer and its representatives (after reasonable notice) shall be permitted access to all books, records, billing service reports and other documents necessary or appropriate for the determination of such allocations. To extent that either party pays bills which include expenses which should be the obligation of the other or receive funds which should be the revenue of the other, then that party shall prepare an accounting within ten (10) days of the end of the month in which it pays the ▇▇▇▇ or receives the funds, either billing the other party or remitting funds, as the case may be.