Allocations and Prorations Sample Clauses

Allocations and Prorations. 3.3.1 The business and the operations of the Stations and the income and expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes (other than income Taxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective Time, and those Taxes arising from the sale and transfer of the Station Assets, which, in the case of transfer and other similar Taxes, shall be paid as set forth in Section 14.2), income and expenses under the Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxes, workers' compensation and social security Taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (a) severance or sick leave with respect to any employee on or prior to the Closing or (b) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real estate Taxes shall be apportioned on the basis of the Taxes assessed for the most recently completed calendar year, with a reapportionment as promptly as practicable after the Tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit, if any, in this proration process for the amount of any Taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens, if any, on the Station Assets and such Liens have not been removed on or prior to the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such Liens and return to Seller the excess of (i) the amou...
Sample 1See All (11)
AutoNDA by SimpleDocs
Allocations and Prorations. The Seller and the Buyer agree to the following prorations and allocations of costs:
Sample 1Sample 2Sample 3See All (5)
Allocations and Prorations. 3.3.1 (i) The operation of the Station and the income and expenses attributable thereto through 11:59 p.m. on the day prior to the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other taxes (other than income taxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective Time, and those taxes arising from the sale and transfer of the Station Assets, which shall be paid as set forth in Section 13.2), income and expenses under the Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll taxes, workers' compensation and social security taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer using generally accepted accounting principles in the United States in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (a) severance or sick leave with respect to any employee or (b) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time.
Sample 1
Allocations and Prorations. The following expenses related to the transfer of the Real Estate and the other Purchased Assets shall be allocated between Seller and Purchaser as follows:
Sample 1
Allocations and Prorations. 3.3.1 The business and the operations of the Station and the expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for the account of Buyer; provided, however, that any and all income whatsoever shall always be for the account of Seller.
Sample 1
Allocations and Prorations. 3.3.1 Subject to the TBA appended hereto as Exhibit 10.9, all operating income and expenses of the Stations and Station Assets attributable thereto through 11:59 a.m. on the Closing Date shall be for the account of Sellers and thereafter shall be for the account of Buyer.
Sample 1
Allocations and Prorations. 3.3.1 The operation of the Stations and the income and expenses attributable thereto through the Effective Time shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes (other than income Taxes, which shall be Seller's sole responsibility for all taxable periods ending
Sample 1
AutoNDA by SimpleDocs

Related to Allocations and Prorations

  • Credits and Prorations (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs:

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

  • Costs and Prorations There shall be prorated between the landlord/Seller and the Tenant/Buyer, as of date of closing, the following items: (a) All real estate taxes and assessments; (b) Interest on encumbrances assumed or taken over by Tenant/Buyer with the Tenant/Buyer having responsibility for such items as follows: Landlord/Seller will pay: Tenant/Buyer will pay:

  • Closing Costs and Prorations Taxes and assessments for the current year, if any, shall be prorated between the prior owner of the Personal Property and Buyer as of the date of closing. Seller shall pay one-half (½) of Closing Agent’s closing and escrow fees. Buyer shall pay one-half (½) of Closing Agent’s closing and escrow fees. In addition, Buyer shall pay all other closing costs, including but not limited to: (1) recording fees for the cost of recording the State Deed; (2) the cost for any title insurance purchased at Buyer’s option; (3) lender fees, if any, together with all associated recording fees, if any; and (4) any other cost, fee, or expense which may be reasonably required in order for the transaction to close.

  • Apportionments 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date:

  • 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.

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

  • Prorations and Credits The following items in this Section 5.4 shall be adjusted and prorated between Seller and Purchaser as of 11:59 P.M. on the day preceding the Closing, based upon the actual number of days in the applicable month or year:

  • 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.

  • Allocations The profits and losses of the Company shall be allocated to the Members in accordance with their Percentage Interests from time to time.

Time is Money Join Law Insider Premium to draft better contracts faster.