Adjustments and Prorations. The following adjustments and prorations shall be made at Closing:
Adjustments and Prorations. The Purchase Price shall be decreased by the product of 17.37 times the amount, if any, by which Broadcast Cash Flow (as defined in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Date, and all expenses arising from the Stations up until midnight on the day prior to the Closing Date, including business and license fees (including any retroactive adjustments thereof), utility charges, real and personal property taxes and assessments levied against the Assets, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, property and equipment rentals, applicable copyright or other fees, sales and service charges, taxes (except for taxes arising from the transfer of the Assets hereunder), and similar prepaid and deferred items, shall be prorated between Buyer and Seller in accordance with the principle that Seller shall receive all revenues, and all refunds to Seller and deposits of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities allocable in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations for the period prior to the Closing Date, and Buyer shall receive all revenues and shall be responsible for all expenses, costs and obligations allocable in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent the value (as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00).
Adjustments and Prorations. 8.1 The following adjustments and prorations shall be made at the Closing between Seller and Purchaser computed to, but not including, the Closing Date.
Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing provisions and the rules for the specific items set forth hereafter:
Adjustments and Prorations. Sellers and Purchaser agree to prorate all non-delinquent real estate and personal property taxes and assessments on the Property as of the Proration Date based upon the most recent available tax xxxx for the Property, in accordance with the provisions set forth in this Paragraph 12.04, and there will be no adjustment for the actual tax xxxx for the Property upon its issuance by the applicable taxing authorities. The date used for prorations and adjustments hereunder (the “Proration Date”) is end of the day on the Closing Date, and accordingly Sellers will be deemed to own the Property (and will be entitled to any revenues and responsible for any expenses) for the entire day upon which the Closing occurs. Any apportionments or prorations not expressly described herein will be handled in accordance with the customary practice in the County and State. Sellers and Purchaser agree to prepare the closing statement reflecting the adjustments and prorations (the “Closing Statement”) prior to the Proration Date and deliver an executed counterpart of the Closing Statement to Escrow Agent on or before the Closing Date. Sellers will pay any net adjustment in favor of Purchaser in the form of a credit to the Purchase Price. Purchaser will pay any net adjustment in favor of Sellers in Cash Funds at Closing:
Adjustments and Prorations. At Closing, the following items shall be adjusted or prorated between Seller and Purchaser:
Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP and Contributor, and shall be computed to, but not including, the Closing Date.
Adjustments and Prorations. (a) All revenues arising from the ownership of the Assets, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business for the period prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business for the period commencing on and continuing after the Closing Date (provided, however, that -------- ------- Buyer shall have no responsibility for any wages, salaries, vacation, sick pay or other similar expenses of any employee of Seller, it being understood that Buyer is not the successor employer of any of Seller's employees).
Adjustments and Prorations. In addition to the costs and expenses required to be paid in connection with the consummation of the transaction, which shall be paid by Purchaser and Seller as set forth in Section 6.5, the following matters and items shall be apportioned between the parties or, where appropriate, credited in total to a particular party, as of the Cut Off Time so that the Closing Date is a date of income and expense for Purchaser as provided below:
Adjustments and Prorations. At Closing, Seller and Buyer shall make adjustments and prorations in the manner set forth in Schedule 3.4.
