Calculation; Reproration Sample Clauses
The 'Calculation; Reproration' clause defines how amounts, such as payments or allocations, are to be calculated and adjusted proportionally among parties. In practice, this clause ensures that if a total amount must be divided—such as in the case of partial performance, multiple beneficiaries, or changes in circumstances—each party receives a fair share based on a predetermined formula or ratio. Its core function is to ensure equitable distribution and prevent disputes by providing a clear method for adjusting amounts when full allocation is not possible or circumstances change.
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Calculation; Reproration. Escrow Holder shall prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (180) days after the Closing Date, and if a Party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to a...
Calculation; Reproration. Prior to Closing the parties shall jointly prepare an estimated closing statement which shall set forth the costs payable under sections 7.5 and 7.6 and the prorations and credits provided for in section 7.7.1 and elsewhere in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subparagraph; provided, however, that there shall be no reproration for taxes and assessments. The estimated closing statement as adjusted as aforesaid and approved in writing by the parties shall be referred to herein as the "Closing Statement". If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either party shall be entitled to an adjustment to correct the same; provided, however, that there shall be no reproration for taxes and assessments; and further provided that any adjustment shall be made, if at all, within sixty (60) days after the Closing (except with respect to CAM Charges, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a party fails to request an adjustment to the Closing Statement by a written notice delivered to the other party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such party.
Calculation; Reproration. Prior to Closing the parties shall jointly prepare an estimated closing statement which shall set forth the Purchase Price, as adjusted for the costs payable under Sections 7.5 and 7.6 and the prorations, credits and adjustments provided for in Section 7.7.1 and elsewhere in this Agreement. Any item (including, without limitation, the Reserves) which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subparagraph. The estimated closing statement as adjusted as aforesaid and approved in writing by the parties shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, within one hundred twenty (120) days after the Closing, at which time all prorations shall be binding and conclusive.
Calculation; Reproration. Seller shall prepare and deliver, or cause Escrow Holder to prepare and deliver, to Buyer no later than five (5) days prior to the Closing Date an estimated closing statement which shall set forth the costs payable under Section 6.5.4 and the prorations and credits provided for in this Section 6.5.7 and Section 6.5.5 and elsewhere in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this Section 6.
Calculation; Reproration. Seller shall prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this Agreement. Buyer and Seller shall cooperate on revisions to the closing statement following Seller delivery of the estimated closing statement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences not later than one (1) day before the Close of Escrow. The estimated closing statement as adjusted as aforesaid and approved in writing by the parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “
Calculation; Reproration. The prorations and payments shall be made on the basis of a written statement submitted to Buyer and Seller by Title Company (based on information provided to Title Company by Buyer and Seller) at least two (2) business days prior to the Closing and approved by Buyer and Seller. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and such items as well as items that were incorrectly prorated shall be adjusted when the information is available in accordance with this subsection. The estimated closing statement as described in §1.6045‑4(e)(3)(ii) of the U.S. Treasury Regulations (the “Regulations”), prepared 9 by Title Company and adjusted as aforesaid and approved in writing by the parties (which approval shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, within ninety (90) days after the Closing Date (except with respect to real estate taxes and assessments, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available). Within ninety (90) days after the Closing, Buyer shall prepare and submit to Seller for Seller's review and approval a recalculation of the prorations and credits hereunder, reflecting actual figures and not estimates. Notwithstanding the foregoing, the reproration under Section 6(D)(1)(c) will not be governed by the procedure set out in this Section 6(D)(2) but will instead be governed by the procedure set forth in Section 6(D)(1)(c).