Proration Adjustment Sample Clauses

Proration Adjustment. After receipt of final Taxes, Utility Charges and other bills, Buyer shall prepare and present to Seller a calculation of the proration of such Taxes and other items, based upon the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. The Parties shall make the appropriate adjusting payment between them within 30 days after presentment by Buyer to Seller of Buyer's calculation and supporting documentation which Buyer shall provide. This provision shall survive six (6) months after Closing.
Sample 1
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Proration Adjustment. In the event that the sum of the BD Cash Consideration and the BTI Consideration exceeds the Cash Purchase Price, the BTI Consideration will be reduced by such amount. If the sum of the BD Cash Consideration and the BTI Consideration (after such adjustment) equals the Cash Purchase Price, the entire purchase price for each of the Equity of ADV LLC, SCB Australia and of SCB United Kingdom and the Purchased Investments, respectively, will be paid in Buyer Units. In such case, the Buyer Units remaining after the determination of the BD Units Consideration shall be allocated among the purchase prices of the Equity of ADV LLC, SCB Australia and SCB United Kingdom and the Purchased Investments, respectively, in proportion to their relative fair market values determined by the Appraisal. If the Cash Purchase Price exceeds the sum of the BD Cash Consideration and BTI Consideration, such excess cash shall be allocated among the purchase prices of the Equity of ADV LLC, SCB Australia, SCB United Kingdom and the Purchased Investments, respectively, in proportion to their relative fair market values determined by the Appraisal; and the remainder of such purchase prices shall be paid with the Buyer Units remaining after the payment of BD Units Consideration, in proportion to relative fair market values determined by the Appraisal. Solely for purposes of Sections 2.05(b), 2.05(f) and 2.05(g), each Unit shall be assigned the value set forth in Section 2.05(f) of the Disclosure Letter. If necessary, Buyer shall round the number of Units contained in each purchase price up or down to the nearest whole numbers, in such a manner that all Buyer Units received pursuant to Sections 2.05(b), 2.05(d) and 2.05(e) will equal the Units Purchase Price.
Sample 1
Proration Adjustment. No fewer than three (3) Business Days prior to the Closing, the Parties shall prorate and apportion, on a per diem basis, as of the close of business the day before the Effective Time, the real and personal property taxes and assessments for the Business Assets, based upon the last available tax statement, amounts owing for utilities and similar expenses, and amounts owed under any capital leases that are Assumed Contracts (collectively, the “Proration Amount”). The Purchase Price and the Closing Payment shall be increased or decreased, as the case may be, by the Proration Amount, and such adjustments shall be reflected on the Settlement Statement.
Sample 1
Proration Adjustment. (a) All operating revenue and operating expenses of the Emmis Stations shall be adjusted and allocated, and all operating revenue and operating expenses of KZLA shall be adjusted and allocated, in each case between the Transferring Party and the Recipient Party, and an adjustment shall be made as provided in this Section to the extent necessary to reflect the principle that all such revenue and expenses attributable to the operation of the Emmis Stations or KZLA on or before the date preceding the Closing Date shall be for the account of the corresponding Transferring Party, and all such revenue and expenses attributable to the operation of the Emmis Stations or KZLA on and after the Closing Date shall be for the account of the corresponding Recipient Party. As to KZLA, this Section 2.7 shall only apply to the extent the applicable proration or adjustment is not addressed by the provisions included in Section 4.5 of the TBA. The net adjustment amount determined in accordance with this Section with respect to the Emmis Stations, and the separate net amount determined in accordance with this Section with respect to KZLA, is each referred to as an "Adjustment Amount". Notwithstanding the foregoing, the operating revenue to which the Emmis Entities are entitled under the TBA, and the operating expenses required to be paid by the Emmis Entities under the TBA, shall not be taken into account in determining the Adjustment Amount with respect to KZLA. Similarly, the monthly fixed fee payments to be paid to Bonneville International by the Emmis Entities under the TBA shall not be taken into account in determining the Adjustment Amount with respect to KZLA.
Sample 1
Proration Adjustment. (a) As of 12:01 a.m. local time on the Closing Date, all operating income (meaning all operating revenues less all operating expenses as such amounts are calculated in compliance with GAAP applied in each case in a manner consistent with the preparation of the Transferring Party’s financial statements previously furnished to the Recipient Party) for each Station will be adjusted and allocated, in each case between the Transferring Party and the Recipient Party, and an adjustment will be made as provided in this Section to the extent necessary to reflect the principle that all operating revenue and operating expenses attributable to the operation of each Station on or before the date preceding the Closing Date will be for the account of the corresponding Transferring Party, and all operating revenue and operating expenses attributable to the operation of each Station on and after the Closing Date will be for the account of the corresponding Recipient Party. This Section 2.7 will only apply to the extent the applicable proration or adjustment is not addressed by the provisions included in Section 4.5 of the Chicago TBA in the case of WLUP, or Section 4.5 of the Phoenix TBA in the case of the Emmis Stations. The net adjustment amount determined in accordance with this Section with respect to the Emmis Stations, and the separate net amount determined in accordance with this Section with respect to WLUP, are each referred to as an “Adjustment Amount”. Notwithstanding the foregoing, (i) the monthly fixed fee or personnel service payments required to be paid under either TBA, and (ii) depreciation of property, plant and equipment, amortization of definite-lived intangibles, and impairment charges, if any, relating to goodwill and FCC licenses, will not be taken into account in determining the Adjustment Amount with respect to any Station.
Sample 1
Proration Adjustment 
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Related to Proration Adjustment

  • Inflation Adjustment The dollar amounts indicated in Section 3.2(f) shall be adjusted for inflation during the term of this Agreement based on the Consumer Price Index published for [insert applicable index] commencing on the Acquisition Effective Date.

  • Anti-Dilution Adjustment For the avoidance of doubt, the terms of Section 4(c) of the Plan, relating to anti-dilution adjustments, will apply to the SAR.

  • Compensation Adjustments Any compensation agreed to hereunder may be adjusted from time to time by mutual agreement by attaching revised Schedules A or B to this Agreement.

  • Anti-Dilution Adjustments For all purposes of this Section 3.10, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

  • Merger Consideration Adjustment Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the outstanding Shares shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Merger Consideration shall be appropriately adjusted to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided that no such adjustment shall result in any increase or decrease of the Aggregate Merger Consideration.

  • Antidilution Adjustments The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Anti-Dilution Adjustments to Exercise Price If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares multiplied by the initial Exercise Price in effect as of the Issuance Date). Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

  • Certain Adjustments The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

  • CPI Adjustment In this Contract*, “CPI-Adjusted*” in reference to an amount means that amount is adjusted under the following formula: N = C × (1+ CPIn − CPIc ) CPIc where: ”N” is the new amount being calculated; and “C” is the current amount being adjusted; and

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