Proration of Income and Expenses. Except as otherwise provided in this Agreement, all proceeds (including proceeds held in suspense or escrow), receipts, credits, and income attributable to the Assets for all periods of time prior to the Effective Time shall belong to Seller, and all proceeds, receipts, credits, and income attributable to the Assets for all periods of time from and after the Effective Time shall belong to Buyer. Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the Assets for periods of time prior to the Effective Time shall be the obligation of Seller, and Seller shall promptly pay, or if paid by Buyer, promptly reimburse Buyer for and hold Buyer harmless from and against same. Except as otherwise provided in this Agreement, all costs, expenses, disbursements and obligations attributable to the Assets for periods of time from and after the Effective Time shall be the obligation of Buyer, and Buyer shall promptly pay, or if paid by Seller Group, promptly reimburse Seller for and hold Seller Group harmless from and against same, provided, however, for the avoidance of doubt, that income, franchise, and similar Taxes of Seller shall not be borne by Buyer.
Proration of Income and Expenses. Except as otherwise provided in this Agreement, all proceeds (including proceeds held in suspense or escrow), receipts, credits, and income attributable to the Assets for all periods of time prior to the Effective Time shall belong to Seller, and all proceeds, receipts, credits, and income attributable to the Assets for all periods of time from and after the Effective Time shall belong to Buyer. Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the Assets for periods of time prior to the Effective Time shall be the obligation of Seller, and Seller shall promptly pay, or if paid by Buyer, promptly reimburse Buyer for and hold Buyer harmless from and against same. Except as otherwise provided in this Agreement, all costs, expenses, disbursements and obligations attributable to the Assets for periods of time from and after the Effective Time shall be the obligation of Buyer, and Buyer shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.
Proration of Income and Expenses. All income and expenses arising from the conduct of the business and operation of the Stations shall be prorated between the Buyers and the Sellers as of the Effective Time in accordance with GAAP. Such prorations shall be based upon the principle that the Sellers shall be entitled to all income earned and shall be responsible for all liabilities and obligations incurred or accruing in connection with the operation of the Stations until the Effective Time, and the Buyers shall be entitled to all income earned and be responsible for such liabilities and obligations incurred by the Buyers thereafter. Such prorations shall include, without limitation, all ad valorem, real estate and other property Taxes (but excluding taxes arising by reason of the transfer of the Assets as contemplated hereby, which shall be paid as set forth in Article 14 of this agreement), business and license fees, music and other license fees (including any retroactive adjustments thereof, which amounts, if any, shall be paid by the Sellers), wages and salaries of employees (including accruals up to the Closing Date for bonuses, commissions, sick leave, vacation and severance pay and related payroll Taxes), utility expenses, liabilities and obligations under all Assumed Contracts (other than Trade Agreements), rents and similar prepaid and deferred items and all other expenses attributable to the ownership and operation of the Stations. Trade Agreements shall be prorated only to the extent provided in Section 5.2 of this Agreement. To the extent not known, real estate Taxes shall be apportioned on the basis of Taxes assessed for the preceding year, with a reapportionment as soon as the new tax rate and valuation can be ascertained.
Proration of Income and Expenses. Except as otherwise provided in this Agreement, all proceeds (including proceeds held in suspense or escrow), receipts, credits, and income attributable to the sale of Hydrocarbons produced prior to the Effective Time which are not held in storage above the pipeline connection as of the Effective Time shall belong to Seller, and all proceeds, receipts, credits, and income attributable to the sale of Hydrocarbons produced on or after the Effective Time or which are held in storage above the pipeline connection as of the Effective Time shall belong to Buyer. Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the Assets for periods of time prior to the Effective Time which are not reflected as an adjustment to the Base Purchase Price shall be the obligation of Seller, and Seller shall promptly pay, or if paid by Buyer, promptly reimburse Buyer for and hold Buyer harmless from and against same. Except as otherwise provided in this Agreement, all costs, expenses, disbursements and obligations attributable to the Assets for periods of time from and after the Effective Time which are not reflected as an adjustment to the Base Purchase Price, shall be the obligation of Buyer, and Buyer shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same, provided, however, for the avoidance of doubt, that income, franchise, and similar Taxes of Seller shall not be borne by Buyer.
Proration of Income and Expenses. Except as otherwise provided herein or in the LMA, all income and expenses arising from the conduct of the business and operations of the Station shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m., Eastern time, on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all AD VALOREM and other property taxes (but excluding taxes arising by reason of the transfer of Station Assets as contemplated hereby, which shall be paid as set forth in Section 10.5 of this Agreement), business and license fees, music and other license fees (including any retroactive adjustments thereof, which retroactive adjustments shall not be subject to the ninety day limitation set forth in Section 1.5(a)), wages and salaries of employees hired by Buyer, including accruals up to the Closing Date for bonuses, commissions, vacation and sick pay, and related payroll taxes, utility expenses, time sales agreements, rents and similar prepaid deferred items attributable to the ownership and operation of the Station.
Proration of Income and Expenses. The following items shall be adjusted or prorated between Seller and Purchaser at the Closing, as of the Closing Date:
Proration of Income and Expenses. Except as otherwise provided in this Agreement, all proceeds (including proceeds held in suspense or escrow), receipts, credits, and income attributable to the Assets for all periods of time prior to the Effective Time shall belong to Sellers, and all proceeds, receipts, credits, and income attributable to the Assets for all periods of time from and after the Effective Time shall belong to Buyer. Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the Assets for periods of time prior to the Effective Time, and with respect to the VR 272 Repair Costs before or after the Effective Time but prior to Closing, shall be the obligation of Sellers, and Sellers shall promptly pay, or if paid by Buyer, promptly reimburse Buyer for and hold Buyer harmless from and against same. Except as otherwise provided in this Agreement (including, without limitation, Sellers’ retention of responsibility for the VR 272 Repair Costs), all costs, expenses, disbursements and obligations attributable to the Assets for periods of time from and after the Effective Time shall be the obligation of Buyer, and Buyer shall promptly pay, or if paid by Sellers, promptly reimburse Sellers for and hold Sellers harmless from and against same.
Proration of Income and Expenses. TRADE AGREEMENTS ADJUSTMENT.
Proration of Income and Expenses. 3.1.1 Except as otherwise provided herein, all income and expenses arising from the conduct of the business and operations of the SFX Station and the CBS Stations shall be prorated between CBS and SFX in accordance with generally accepted accounting principles as of the Closing Date. Such prorations shall include all real estate and other property taxes (but excluding taxes arising by reason of the transfer of the SFX Station Assets and CBS Stations Assets (collectively referred to as the "Station Assets") as contemplated hereby, which, shall be paid as set forth in Article 13), business and license fees, music and other license fees, wages and salaries of employees, including accruals up to the Closing Date for bonuses, commissions, sick pay and similar prepaid and deferred items (but excluding vacation which shall be governed by Sections 8.2.3 and 9.2.3) attributable to the ownership and operation of the SFX Station and the CBS Stations (collectively referred to as the "Stations").
Proration of Income and Expenses. 3.3.1 Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Liabilities and arising from the conduct of the business and operations of the Station shall be prorated between Buyers and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. Eastern Standard time, on the Closing Date. Such prorations shall include, without limitation, all ad valorem, property taxes and other governmental charges on the Station Assets (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.2), business and license fees, frequency discounts, music and other license fees (including any retroactive adjustments thereof, which retroactive adjustments shall not be subject to the ninety-day limitation set forth in Section 3.3.2), utility expenses, amounts due or to become due under Contracts, rents and similar prepaid and deferred items.
