PRORATIONS AS OF CLOSING. All Prepaid Expenses attributable to the Acquired Assets, other than prepaid personal property taxes attributable to Inventory, including, without limitation, water and sewer charges in respect of the Real Property, shall be prorated as of the Closing Date, and the parties shall provide at Closing for any adjustments or payments in respect of such proration. For purposes of prorating the personal property taxes attributable to the Acquired Assets other than Inventory, the parties shall use Seller's liability as reflected on Seller's 1995 Personal Property tax return, irrespective of the actual amount of credit available to Purchaser as a consequence of the transactions contemplated by this Agreement.
PRORATIONS AS OF CLOSING. Seller and Purchaser agree that, except as otherwise provided in the Other Transaction Documents, all of the items listed below relating to the Transferred Assets will be prorated as of the Closing Date on a per diem basis, with Seller and its Subsidiaries liable to the extent such items relate to any time period up to and including the Closing Date, and Purchaser liable to the extent such items relate to periods subsequent to the Closing Date: (i) personal property, real property, ad valorem, occupancy and water taxes, if any, on or with respect to the Transferred Assets; (ii) the amount of any Permit, license or registration fees with respect to any Permits, licenses or registrations which are being assigned or transferred hereunder; and (iii) all other items which are normally prorated in connection with similar transactions; provided, however, that notwithstanding anything herein to the contrary, prepaid patent maintenance fees and lump sum royalties under any patent or technology licenses shall not be pro-rated, it being understood and agreed that Purchaser shall have no obligation to reimburse Seller or any of its Affiliates for any such items. Seller and Purchaser agree to furnish the other with such documents and other records as a party reasonably requests in order to confirm all adjustment and proration calculations made. The amount due to a party as a result of such proration being paid to the other party shall be part of the calculation of the Purchase Price.
PRORATIONS AS OF CLOSING. Any insurance deposits, prepaid Accounts and similar items payable or paid by any Party and related to the Acquired Assets shall be prorated as of the Closing Date. There shall be prorated between the Buyer and the Seller as of the Closing Date all accrued or prepaid items relating to (i) ad valorem and other Taxes (except sales taxes) with respect to the Acquired Assets; (ii) rent (including percentage rent) and other payments due under any lease or contract related to the Acquired Assets; (iii) deposits with respect to the Acquired Assets; (iv) license fees relating to any of the Acquired Assets, and (v) governmental assessments and charges for services to or with respect to any of the Acquired Assets.
PRORATIONS AS OF CLOSING. (a) Subject to the provisions of paragraph (b) below, the Base Purchase Price shall be subject to adjustment to reflect the principle that all revenues, expenses, costs and Liabilities (other than Retained Liabilities) arising from the ownership and operation of the Assets and the business of the Stations, including, without limitation, tower rental, business and license fees, utility charges, real and personal property Taxes and assessments levied against the Assets and rebates thereof, property and equipment rentals, sales commissions or other fees payable, applicable copyright or other fees, including sales and service charges, Taxes (except for Taxes arising from the transfer of the Assets pursuant to this Agreement and except for a party’s income taxes), any accrued expenses, FCC regulatory fees (for which Buyer shall be responsible only for the pro-rated portion of the fees), FCC reimbursements as described in Section 6.2(r) herein, music and other license fees and similar prepaid and deferred items, shall be prorated between Buyer and Seller to effect the principle that Seller shall receive all revenues and shall be responsible for all expenses, costs and Liabilities arising from the ownership and operation of the Assets and allocable to the business of the Stations for the period ended immediately prior to the Effective Time (other than the Assumed Liabilities), and Buyer shall receive all revenues and shall be responsible for all expenses, costs and Assumed Liabilities (but no other Liabilities) arising from the ownership and operation of the Assets and allocable to the business of the Stations, as applicable, for the period commencing immediately on and after the Effective Time. For purposes of such proration, real property Taxes for the Tax year in which the Closing occurs shall be prorated as of the Closing Date in the customary method (as determined by the Title Company) used in the county in which the Owned Real Property is located. If Closing occurs before real property Taxes for the Owned Real Property are fixed for such Tax year, Taxes will be apportioned based upon the Taxes for the preceding year. All utilities will be apportioned based on final meter readings and final invoices if obtainable; otherwise equitably prorated based upon the most recent billing period.
