ADJUSTMENTS/PRORATIONS Sample Clauses

ADJUSTMENTS/PRORATIONS. The Purchase Price shall be adjusted at closing on the following basis:
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ADJUSTMENTS/PRORATIONS. Unless otherwise expressly agreed upon, all fees shall be adjusted pro rata as of the Closing Date in accordance with what is normal and customary in the state where the property resides, including but not limited to, if applicable, real property taxes and assessments, interest, escrow fees, transfer tax fees, Association fees, water and sewer usage utilities, rent, Rent security deposits, if any, shall be credited to Buyer by Seller on the Closing Date and shall include any interest accrued to the tenant.
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ADJUSTMENTS/PRORATIONS. In the event that the Closing Date does not occur on the last Business Day of a month, adjustments will be made to reflect certain rents, prepaid expenses, accrued but unpaid expenses and similar items which will be prorated as of the Closing Date after the portion of the month on and prior to the Closing Date (which will be for the account of NXP) and the portion of the month after the Closing Date (which will be for the account of Trident). The relevant adjustment shall be effected by deducting from (in the case of an adjustment to the credit of NXP) or adding to (in the case of an adjustment to the credit of Trident) the Post-Closing Statement.
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ADJUSTMENTS/PRORATIONS. A. The Purchase Price shall be adjusted dollar for dollar for any Assumed Liabilities, other than (i) real estate leases and (ii) except as set forth on Exhibit 1.3.
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ADJUSTMENTS/PRORATIONS. All receipts and disbursements relating ----------------------- to the Lots will be prorated on the Closing Date as of 11:59 p.m. on the day preceding the Closing Date and the purchase price will be adjusted on the following basis:
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ADJUSTMENTS/PRORATIONS. All income and expenses of the Property shall be apportioned as of 12:01 a.m. on the day of Closing (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the income and expenses accruing on and after the Cutoff Time being allocated to Purchaser, all as set forth in more detail below. Such prorated items shall include without limitation the following: (i) the fixed annual rental payment, and any other items payable by the tenant to Elmsford 1705 that are not otherwise adjusted and apportioned pursuant to this Section 7.2, under Ground Lease; (ii) all Rents; (iii) all Taxes with respect to the Property that are payable in the calendar or fiscal year of the taxing authority in which the Closing occurs, as applicable; (iv) utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than ten (10) Business Days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (v) value of fuel stored on the Property, at the price then charged by Seller’s supplier, including any taxes, as shown on the invoices of Seller’s supplier and based upon a reading of the level(s) of such fuel tank(s) performed by Seller’s supplier no more than ten (10) Business Days prior to the Closing Date; (vi) charges under transferable licenses or permitted renewals or replacements thereof, to the extent solely relating to any of Property and actually transferred to Purchaser at the Closing; and (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the county in which the Property is located. All of such adjustments and allocations shall be made in cash at Closing and shall be shown on the Closing Statement. The computation of the adjustments for the Closing Statement shall be jointly prepared by Purchaser and Seller in accordance with Section 7.3 of this Agreement using actual calculations through the Cutoff Time and, where necessary, estimated amounts. Any errors in the adjustments pursuant to this Article 7 shall be corrected by appropriate re-adjustment between Seller and Purchaser after the Closing, provided that written notice of any such error, with supporting calculations, shall be given by Purchaser to Seller or by Seller to Purchaser, as the case may be, no later than thirty (30) day...
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ADJUSTMENTS/PRORATIONS. All taxes, including, without limitation, real estate taxes and personal property taxes, if any, charges for utilities, including water and sewer, and for any utility services and all other operating costs and expenses and all other income, costs and charges of every kind, including rents, which in any manner relate to the operation of the Property shall be prorated as of midnight on the Closing Date. Seller shall determine all such information during the Due Diligence Period and provide a detailed summary to Purchaser.
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Related to ADJUSTMENTS/PRORATIONS

  • Adjustments and Prorations The following adjustments and prorations shall be made at Closing:

  • 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:

  • Prorations The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

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

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • 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.

  • Adjustments Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner: Method of Communication

  • Base Rent Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

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