Allocations and Prorations Clause Samples
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Allocations and Prorations. 3.3.1 Subject to the WILN TBA and Seller's assignment and Buyer's assumption of the WYYX TBA as set forth in Section 10.9, the operation of the Stations and the income and expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other taxes (other than income taxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Closing Date, and those taxes arising from the sale and transfer of the Station Assets, which shall be paid as set forth in Section 13.2), income and expenses under the Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll taxes, workers' compensation and social security taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (i) severance or sick leave with respect to any employee or (ii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real estate taxes shall be apportioned on the basis of the taxes assessed for the most recently-completed calendar year, with a reapportionment as promptly as practicable after the tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit in this proration process for the amount of any taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens on the Station Assets that have not been removed as of or before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such liens and return to the excess of (i) the amount of such c...
Allocations and Prorations. The Seller and the Buyer agree to the following prorations and allocations of costs:
Allocations and Prorations. The following expenses related to the transfer of the Real Estate and the other Purchased Assets shall be allocated between Seller and Purchaser as follows:
(a) Seller shall pay: the cost of providing the Title Insurance Policy in favor of Purchaser required by Section 3.4; one-half of the escrow and New York Style closing fees and charges of the Escrow Agent; the cost of releasing the Liens currently encumbering the Real Estate; and all transfer, excise, conveyance or other similar taxes and charges incurred in conveying the Real Estate or the other Purchased Assets to Purchaser.
(b) Purchaser shall pay: one half of the escrow and New York Style closing fees and charges of the Escrow Agent; and the cost of recording the deed and filing any and all other documents executed by Seller that Purchaser wishes to have recorded and/or filed in order to perfect its interest in the Real Estate or the other Purchased Assets.
(c) With respect to the Real Estate transferred to Purchaser, the following expenses will be prorated as of the close of business on the day preceding the Closing Date: (i) real property and personal property taxes; (ii) security deposits (if any); and (iii) all electric, sewage, storm water and other utility charges. To the extent such charges are handled based on estimates in order to make the closing payments, if and to the extent that such amounts differ based upon final readings and bills, appropriate adjustments will be made between the parties, and the liable party will make payments promptly when requested.
Allocations and Prorations. The Approved Closing Statement shall reflect allocations and prorations of certain items as of the Closing Date, pursuant to this Section. At Closing, except as otherwise provided in this Agreement, any prorations shall be made on the following basis: (a) Buyer shall receive a credit for proratable items to the extent they are accrued but unpaid as of the Closing Date (whether or not the same shall be due and payable); and (b) Seller shall receive a credit for any proratable items to the extent they are paid prior to the Closing Date but relate to a period of time after the Closing Date. After taking all allocations and prorations into account, as set forth below, net credits in favor of Buyer shall be deducted from the balance of the Purchase Price in computing the Additional Funds, and net credits in favor of Seller shall be added to the balance of the Purchase Price in computing the Additional Funds.
Allocations and Prorations. 3.3.1 Subject to the TBA appended hereto as Exhibit 10.9, all operating income and expenses of the Stations and Station Assets attributable thereto through 11:59 a.m. on the Closing Date shall be for the account of Sellers and thereafter shall be for the account of Buyer.
3.3.2 The Allocation and proration set forth in Subsection 3.3.1 above shall be made by Buyer and a statement thereof given to Sellers within thirty (30) days after the Closing Date. Sellers shall give written notice of any objection thereto within twenty (20) business days after delivery of such statement, detailing the reason for such objection and stating the amount of the proposed final Allocation and proration. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final Allocation and proration, the matter shall be referred to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. (the "Independent Auditor") to resolve the matter, whose decision will be final and binding on the parties, and whose fees and expenses shall be borne by Buyer and Sellers in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net Allocation and proration proposed by each of Buyer and Sellers and the amount of the final Allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Sellers, Sellers proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Sellers would pay 70/90ths of those fees based on the $90 in dispute between the parties). Within five (5) business days following a final determination hereunder, the party obligated to make payment will make the payments determined to be due and owing in accordance with this Section 3.3.
Allocations and Prorations. 3.3.1 The business and the operations of the Station and the expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for the account of Buyer; provided, however, that any and all income whatsoever shall always be for the account of Seller.
3.3.2 All prorations shall be made in a manner that does not affect the economic arrangements set out in the parties' TBA. The prorations for any and all Contracts shall be calculated as of 12:01 a.m. on September 1, 2000 (the "TBA Commencement Date").
Allocations and Prorations. 3.3.1 The operation of the Stations and the income and expenses attributable thereto through the Effective Time shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes (other than income Taxes, which shall be Seller's sole responsibility for all taxable periods ending