Post-Closing Prorations and Adjustments Sample Clauses

Post-Closing Prorations and Adjustments. Within sixty (60) days following the Closing, Buyer and Sellers agree to adjust the Purchase Price to reflect all reasonably appropriate prorations between Buyer and Sellers as of the Closing Date for any of the following items not reflected on the Closing Balance Sheet: personal property, real property and occupancy Taxes (in accordance with Section 12.2), water, telephone, electric and other utilities, employee salaries, accrued and unused vacation, sick pay and associated payroll taxes and benefit expenses and all other items which are normally prorated between buyers and sellers in connection with similar transactions. Any adjustments to the Purchase Price pursuant to this Section 7.16 shall bear simple interest beginning on the Closing Date up to but not including the date on which such adjustment is paid at six percent (6%) per annum, based on a 365 day year. Any such adjustments and interest shall, within five (5) business days after such adjustments are agreed to by the parties or any remaining disputed items are ultimately determined by arbitration in accordance with Section 13.3, be paid by the responsible party by wire transfer of immediately available funds to the account specified by the party to whom such payment is owed.
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Post-Closing Prorations and Adjustments. After Closing, the Parties shall make the following additional prorations and settlements:
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Post-Closing Prorations and Adjustments. For a period of one year after Closing, the Parties shall make the following additional prorations and settlements:
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Post-Closing Prorations and Adjustments. 3.6.1 (x) The operation of the Stations, (y) all Taxes and (z) all income, expenses and liabilities, in the case of each of clause (x), (y) and (z), attributable to the operation of the Stations through 12:01 a.m., PST, on the Closing Date will be for the account of Seller and, in each case, shall thereafter be for the account of LBI; and all income and expenses, including such items as power and utilities charges, rents, and other deferred items will be prorated between Seller and LBI in accordance with GAAP consistently applied, the proration to be made and paid pursuant to a final settlement to occur after the Closing Date in accordance with the procedures set forth in Section 3.6.2 and subject to the matters set forth in this Section 3.6.1, provided that, with respect to real property Taxes, the final settlement shall occur within thirty (30) days after receipt of the tax statement for the year in which the Closing Date occurs (which tax statements are typically delivered in November of the year in question) and provided that (x) income Taxes shall not be taken into account in connection with the prorations and adjustments pursuant to this Section 3.6 (with income Taxes to be resolved in accordance with Article X of this Agreement) and (y) transfer Taxes shall be allocated in accordance with Section 7.7.1. The proration of FCC regulatory fees for the government fiscal year during which the Closing Date occurs, shall be based upon an amount equal to the fees due in September 2006 with respect to the Stations regardless of whether the Closing Date occurs after the end of such period. For the avoidance of doubt, Seller is responsible for all FCC regulatory fees for government fiscal years prior to the government fiscal year which includes the Closing Date. Additionally, assuming that the Closing Date occurs on or after October 1, 2006, the proration with respect to the FCC regulatory fees will be calculated based upon the portion of the twelve-month period starting October 1, 2006 and ending September 30, 2007 that has elapsed prior to the Closing Date, or, if the Closing Date occurs on or before October 1, 2006, the proration with respect to the FCC regulatory fees will be calculated based upon the portion of the twelve-month period starting October 1, 2005 and ending September 30, 2006 that has elapsed prior to the Closing Date. The amount held as of the Closing Date as security deposits under the KZMP (FM) Tower Lease, the Primary Studio Lease (if any)...
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Related to Post-Closing Prorations and Adjustments

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Prorations and Adjustments The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Distributions and Adjustments (a) If any Shares vest subsequent to any change in the number or character of the Common Stock of the Company without additional consideration paid to the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Stock.

  • Closing Costs and Prorations All recording fees, escrow fees, and other closing costs (except documentary transfer taxes as provided in Section 3.5(c) above) shall be allocated according to custom and practice based on the location of the Property. All income and expenses of the Property shall be prorated according to custom and practice based on the location of the Property.

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