Adjustment Items. The following items (the "Adjustment Items") shall ================ be prorated as of the Adjustment Time, assuming a 365-day year or a 30-day or 31-day month, as appropriate, and monies shall be paid at Closing in accordance with Section 3.3 herein below.
3.2.1 Rentals or other charges, payable or paid in respect of leasehold interests or tenancies, or leased transmitter sites, studios, offices or other Real Property or equipment under any lease or tenancy of Real Property, and any and all equipment leases described in Schedule 1.1.2.
3.2.2 Real and personal property taxes and assessments (including sewerage assessments and fees), levied or assessed against or otherwise paid or payable with respect to any of the Assets.
3.2.3 Transferable license, permit, and registration fees, and like items.
3.2.4 Wages and salaries of employees (but not including accruals for bonuses, commissions on the sale of advertising broadcast prior to the Closing date, vacation pay, sick leave and severance pay, all of which obligations, if any, shall remain the responsibility of Seller), time sales agreements, license fees, and all other income and expenses attributable to the ownership and operation of the Station.
3.2.5 Charges for utilities (including but not limited to electricity, fuel, water, basic monthly telephone charges, long distance telephone calls, and sanitation and garbage disposal) furnished to or in connection with the Station.
3.2.6 License agreements with ASCAP, BMI and SESAC.
3.2.7 Unpaid obligation of Seller with respect to any lease, contract, or agreement which Buyer assumes, including, without limitation, unpaid prepaid premiums on any insurance policies that Seller has agreed to assign to Buyer and Buyer elects to assume.
3.2.8 Other similar items applicable to the Assets and/or attributable to the operations and/or the business of the Station, it being the intention of the parties that all operations and the business of the Station prior to the Adjustment Time shall be for the account of Seller, and all operations and business of the Station after the Adjustment Time shall be for the account of Buyer.
3.2.9 Security deposits, if any.
3.2.10 If the amount of any real or personal property tax to be prorated is not known on the Closing Date, such tax shall be apportioned on the basis of the most recent tax assessment.
3.2.11 Buyer shall have no obligation to employ any of the employees of Seller. On execution of this Agreement, Seller shall deliver to Buy...
Adjustment Items. 3.2.1 The following items (the "Adjustment Items") shall be prorated as of the Adjustment Time, assuming a 365-day year or a 28-day, 30-day or 31-day month, as appropriate, and monies shall be paid at Closing in accordance with Section 3.4 herein below.
(a) Real and personal property taxes, assessments (including sewerage assessments and fees), and annual Regulatory Fees levied or assessed against or otherwise paid or payable with respect to any of the Assets.
(b) Transferable license, permit, and registration fees, and like items.
(c) Charges for utilities (including but not limited to electricity, fuel, water, basic monthly telephone charges, long distance telephone calls, and sanitation and garbage disposal) furnished to or in connection with the Station.
(d) License agreements with ASCAP, BMI and SESAC.
(e) Unpaid or prepaid obligations of Seller with respect to any lease, contract, or agreement which Buyer assumes, including, without limitation, prepaid premiums on any insurance policies that Seller has agreed to assign to Buyer and Buyer elects to assume. Seller shall be compensated by Buyer for any Security Deposits, if any, previously paid by Seller for any such obligations in any amounts to which it is entitled.
Adjustment Items. Buyer and Seller covenant and agree that the following items as related to the Business or the Assets shall be adjusted between Buyer and Seller as of the Closing Date: occupancy rents; security deposits and all interest due thereon; personal and intangible property taxes; real estate taxes (except any such taxes related to the transfer of the Leasehold Interests to Buyer); sewer rents and charges; water rents and charges; front foot benefit charges (if applicable); utilities and fuel oil; and all other operating and maintenance charges with respect to each Leasehold Interest (the "Adjustment Items"); provided, that to the extent that any Adjustment Item is included in the calculation of Tangible Net Worth, such item shall not be subject to this Section 5.9(b). Buyer and Seller covenant and agree (i) to cooperate and use their respective best efforts to promptly establish the net amount of such Adjustment Items and (ii) to pay the net amount of such Adjustment Items to the appropriate party hereto, as the case may be, promptly after the Closing, such payment to be treated by the parties hereto as an adjustment to the Purchase Price for federal, state, local and foreign tax purposes and with appropriate adjustments to the tax basis of the Assets to be made in accordance with Section 1060 of the Code and the Regulations thereunder. For purposes of apportioning between Buyer and Seller liability for real estate, personal and intangible property taxes for a tax year commencing prior to the Closing Date and concluding subsequent thereto pursuant to this Section 5.9, such taxes shall be apportioned between Buyer and Seller on a per diem basis with respect to such tax year in a manner consistent with Section 10.2 hereof.
Adjustment Items. The Adjustments shall include realty taxes, local improvement rates and charges, water and assessment rates, utilities and all other items normally adjusted between a vendor and purchaser in respect of the sale of property similar to the applicable Property.
Adjustment Items. Post-Closing adjustments will be made to the Estimated Price within the time frames indicated related to the following items:
(i) The Unbilled Revenue Amount paid as part of the Estimated Price will be trued-up to reflect the actual Unbilled Revenue Amount as of the Determination Date using the methodology set forth on Schedule 2.4(b) (i) within thirty (30) days after the Closing Date and (ii) on the date which is six (6) months from the Closing Date.
(ii) The Dekatherm Amount paid as part of the Estimated Price will be trued-up to reflect the actual Dekatherm Amount as of the Switch Date (the “Dekatherm Adjustment”) after giving effect to the customer notices sent pursuant to Section 6.6 using the methodology set forth in Schedule 2.4(c) and based on the DDDC calculations provided by AGL on or about February 20, 2007 (effective March 1, 2008). The true-up calculations will be performed as soon as possible after the date of the DDDC report, but no later than twenty (20) Business Days from the date of such DDDC report. For the avoidance of doubt, all volumes of Customer’s whose consent was required to be obtained pursuant to the terms hereof that have not been obtained by the Closing Date, shall be excluded from the calculation of Dekatherm Amount on the Closing Date; provided that, upon notice to Buyer that Seller has received any such consent and has provided to Buyer a copy thereof, Buyer shall remit to Seller within one (1) Business Day (unless such notice is given after 12:00pm, in such case Buyer shall make such remittance within two (2) Business Days of such notice) the amount which would have been paid to Seller if such Customer had given its consent prior to the Closing Date.
Adjustment Items. Except as otherwise provided in this Agreement, all income and expenses of the Stations, including but not limited to the following items (the “Adjustment Items”), shall be prorated between Buyer and Sellers as of the Adjustment Time, assuming a 30-day month. Except as otherwise provided in this Agreement, Sellers shall be entitled to such income and liable for such expenses prorated for the period up to and including the Closing Date, and Buyer shall be entitled to such income and liable for such expenses prorated for the period subsequent to the Closing Date. The following monies due by one party to the other under this Section 1.7(b), if any, shall be paid in accordance with Section 1.3(a) if determined at the Closing or under Section 1.7(c) if determined after the Closing.
(i) Rentals or other charges, payable or paid in respect of the Assumed Contracts.
(ii) All real and personal property Taxes (including sewerage assessments and fees) imposed on or with respect to the Assets for the year in which the Closing occurs.
(iii) Transferable license, permit and registration fees, and like items.
(iv) Charges for utilities (including but not limited to electricity, fuel, water, basic monthly telephone charges, long distance telephone calls and sanitation and garbage disposal) furnished exclusively to or in connection with the Stations.
(v) The amount of broadcasting time or other revenues and other charges prepaid to Sellers in cash, merchandise or services applicable to any period subsequent to the Closing Date.
(vi) Other similar items applicable to the Assets and/or attributable to the operations, advertising and/or the business of the Stations, it being the intention of the parties that, subject to the terms of this Agreement, all operations and the business of the Stations prior to the Adjustment Time shall be for the account of Sellers, and all operations and business of the Stations after the Adjustment Time shall be for the account of Buyer.
Adjustment Items. The Adjustments for the Purchased Assets shall include, if applicable, realty taxes, local improvement rates and charges, water and assessment rates, prepaid amounts under the Assumed Contracts, current amounts payable under the Assumed Contracts, operating costs, utilities, utility deposits, fuel, licenses necessary for the operation of the Property, and all other items normally adjusted between a vendor and purchaser in respect of the sale of property similar to the Property. The Adjustments for the Purchased Assets shall also include the other matters referred to in this Agreement stated to be the subject of adjustment and, notwithstanding the foregoing, shall exclude the other matters referred to in this Agreement stated not to be the subject of adjustment.
Adjustment Items. Post-Closing adjustments will be made to the Estimated Price within the time frames indicated related to the following items:
(i) The Marked to Market Amount paid as part of the Estimated Price will be trued-up to reflect the actual Marked to Market Amount as of the Data Retrieval Date using the methodology set forth on Schedule 2.5(I) within ten (10) days after Closing.
(ii) The Inventory Amount paid as part of the Estimated Price will be trued-up to reflect the actual Inventory Amount as of the Data Retrieval Date using the methodology set forth on Schedule 2.5(F) within ten (10) days after Closing.
(iii) The Unbilled Revenue Amount paid as part of the Estimated Price will be trued-up to reflect the actual Unbilled Revenue Amount as of the Data Retrieval Date using the methodology set forth on Schedule 2.5(M) within forty-five (45) days after the Closing Date.
(iv) The Accounts Receivable Amount paid as part of the Estimated Price will be trued-up to reflect the actual Accounts Receivable Amount as of the Data Retrieval Date using the methodology set forth on Schedule 2.5(G) within ten (10) days after Closing.
(v) The Dekatherm Amount paid as part of the Estimated Price will be trued-up to reflect the actual Dekatherm Amount as of the Data Retrieval Date using the methodology set forth on Schedule 2.5(J) within ten (10) days after the Closing Date.
(vi) The Prepaid Items Amount paid as part of the Estimated Price will be trued-up to reflect the actual Prepaid Items Amount as of the Data Retrieval Date using the methodology set forth on Schedule 2.5(H) within ten (10) days after Closing.
Adjustment Items. The adjustments with respect to the Leases will include all current rents (including current basic rent, current additional rent and other current charges), prepaid rents and other prepaid charges, security deposits and all other items normally adjusted between a vendor and purchaser in respect of the sale of property similar to the Lands. For greater certainty:
(i) pursuant to the Lululemon Lease, the Purchaser has prepaid the basic rent payable for the first three years of the term thereof, and the Purchaser will receive a credit on the Statement of Adjustments for the portion of such basic rent that is attributable to the period from and after the Completion Date; and
(ii) pursuant to the Lululemon Lease, the Vendor is obligated to undertake certain future work in respect of the proposed lease expansion scheduled to occur in 2011, and such obligations on the part of the Vendor will be assumed by the Purchaser on the Completion Date.
Adjustment Items. Buyer and Seller covenant and agree that the following items shall be adjusted between Buyer and Seller as of the Closing Date: occupancy rents; security deposits and all interest due thereon; real estate taxes; sewer rents and charges; water rents and charges; front foot benefit charges (if applicable); utilities and fuel oil; and all other operating and maintenance charges with respect to each real property Asset (the "Adjustment Items"). Buyer and Seller covenant and agree (i) to cooperate and use their respective best efforts to promptly establish the net amount of such Adjustment Items and (ii) to pay the net amount of such Adjustment Items to the appropriate party hereto, as the case may be, promptly after the Closing.
