Adjustment and Prorations. The matters and items set forth below shall be apportioned between Seller and Purchaser or, where applicable, credited in total to a particular party:
Adjustment and Prorations. Seller and Purchaser shall make all adjustments and apportion all income and expenses with respect to the Subject Property, including, without limitation, the following:
Adjustment and Prorations. At Closing, Seller and Purchaser shall make all adjustments and apportion all expenses with respect to the Subject Property, including, without limitation, the following:
Adjustment and Prorations. For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Subject Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Date. In the event prorations cannot be calculated on the Closing Date, the amount of such prorations shall be adjusted in cash after Closing, as and when complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use their good faith and diligent efforts to make such adjustments within a reasonable time after the calendar year end following Closing. Except for the proration of real estate taxes and operating expenses (which are paid by the Tenant directly and will not be prorated between the parties at Closing) and except as specifically provided otherwise herein, items of income and expense for the period prior to the Closing Date will be for the account of Seller and items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. The obligations of the parties pursuant to this Section 9 shall survive the Closing and shall not merge into any documents of conveyance delivered at Closing.
Adjustment and Prorations. The revenues and expenses of the Golf Course shall be apportioned between Tenant and Purchaser in accordance with the terms and provisions below. For purposes of making such apportionments, Inventory (including, without limitation, Food and Beverages) shall be valued at cost to Tenant. Notwithstanding anything to the contrary stated or implied herein, Purchaser acknowledges and agrees that Tenant may postpone and/or contest payment of any operating expense or trade account for which Tenant is responsible which is the subject of a bona fide dispute. Tenant agrees to indemnify, defend and hold Purchaser harmless from and against any claims or other matters relating to such operating expenses and trade accounts.
Adjustment and Prorations. For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Subject Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Date. The amount of such prorations shall be adjusted in cash after Closing, as and when complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use their good faith and diligent efforts to make such adjustments within a reasonable time after the calendar year end following Closing. Except as specifically provided otherwise herein, items of income and expense for the period prior to the Closing Date will be for the account of Seller and items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills received after Closing that relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid by Purchaser if such bills are for Operating Expense Pass-Throughs (as hereinafter defined). The obligations of the parties pursuant to this Section 9 shall survive the Closing and shall not merge into any documents of conveyance delivered at Closing.
Adjustment and Prorations. It is the intention of Purchaser and Seller that adjustments and prorations be made as hereinafter provided in this SECTION 7.2 with respect to the Property and its operation. Therefore, the following matters and item shall be apportioned on an accrual basis as of the Cut-off Time between the parties hereto or, where applicable, credited in total to a particular party:
Adjustment and Prorations. The assets and liabilities of the Hotel specified in this Section 8.2, determined in accordance with the Uniform System of Accounts (provided that all other non-Hotel assets and liabilities, if any, shall be determined in accordance with GAAP), shall be prorated as of the Cut Off Time. In connection with the foregoing:
Adjustment and Prorations. The revenues and expenses of the Golf Course shall be apportioned between Tenant and Buyer, in good faith, in accordance with the terms and provisions below. For purposes of making such apportionments, Inventory (including, without limitation, Food and Beverages) shall be valued at cost to Tenant (as evidenced by paid invoices or other reasonable evidence). Notwithstanding anything to the contrary stated or implied herein, Buyer acknowledges and agrees that Tenant may postpone and/or contest payment of any operating expense or trade account for which Tenant is responsible which is the subject of a bona fide dispute. Tenant agrees to indemnify, defend and hold Buyer harmless from and against any claims or other matters relating to such operating expenses and trade accounts.
Adjustment and Prorations. Seller and Purchaser have agreed that at ------------------------- the Closing Purchaser shall acquire the Hotel and the on-going business conducted at the Hotel. In that regard, there shall be no adjustments or prorations between Seller and Purchaser upon the Closing Date. Purchaser shall assume all of the liabilities associated with the on-going operation of the business at the Hotel (except for any extraordinary liabilities incurred other than in the ordinary course of business of the Hotel which were not disclosed to Purchaser prior to closing) and shall be entitled to receive all assets and receivables and other items of income and revenues, including, without limitation, prepaid reservations.
