Adjustments and Prorations Sample Clauses
The "Adjustments and Prorations" clause defines how certain financial obligations and benefits are allocated between parties as of a specific date, typically the closing date in a transaction. It outlines the process for dividing items such as property taxes, utilities, rents, or association fees so that each party is responsible only for their share during their period of ownership or possession. This clause ensures a fair and accurate distribution of ongoing costs and revenues, preventing disputes by clarifying who pays for what and when.
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Adjustments and Prorations. (a) All revenues arising from the operation of any Station earned or accrued up until 11:59 p.m. on the day prior to the Closing Date, and all operating expenses arising therefrom incurred, accrued or payable up until such time, including operating expenses arising under the Assumed Contracts, tower rentals, business and license fees, utility charges, real and personal property taxes levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, other taxes, wages, salaries, vacation, and sick and employee compensation pay shall be prorated between Buyer and Seller in accordance with the principle that, subject to the terms of the LMA (hereinafter defined), (i) Seller shall receive all revenues, refunds and deposits of Seller held by third parties, and shall be responsible for all operating expenses incurred, payable or allocable to the conduct of the business and operations of any Station for the period ending at 11:59 p.m. on the day prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued and shall be responsible for all operating expenses incurred, payable or allocable to the conduct of the business and operations of any Station for the period commencing on and continuing after the Closing Date. An adjustment of the Purchase Price and proration shall be made in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or similar prepayment paid to Seller by any lessee or other third party which is not otherwise credited to Buyer. Subject to Buyer's receipt of appropriate estoppel certificates, an adjustment of the Purchase Price and proration shall be made in favor of Seller to the extent that Seller has made (A) any security deposit under any Assumed Contract whether or not there is a proration under such Assumed Contract or (B) other prepayment under any Assumed Contract for which there is a proration, to the extent Buyer receives the post-Closing benefits associated with such prepayment. Subject to the terms of the LMA, Seller shall be liable for all the costs of employee compensation relating to a Station properly attributable to or accruable on account of service with the Seller through 11:59 p.m. on the date prior to the Closing Date, including (1) all taxes and related contributions, vacations and sick pay and (2) all group medical, dental or death bene...
Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned with respect to the Property as of the Cut-off Time (such that the period preceding the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closing:
(a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues and the Receivables shall be prorated as of the Cut-off Time; provided, however, that Hotel Revenues and the Receivables with respect to Hotel Revenues arising from the letting of Hotel guest rooms for the night immediately preceding the Closing Date shall be shared equally by Seller and Purchaser. Purchaser shall not be obligated to pay Seller for any of the Receivables. Following the Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager prior to the Closing Date, but confirmed for periods of time after the Closing Date. Any down payments on such confirmed Bookings and other advance payments made with respect to Bookings for dates on or after the Closing Date will be credited to Purchaser at the Closing.
Adjustments and Prorations. The following adjustments and prorations shall be made at Closing:
Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP, Owner and Contributor. The adjustments and prorations will be made by a cash payment and shall not be an adjustment to the Units to be issued at Closing.
(a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project prior to the Contribution Date (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution Date, shall be paid by Owner or Contributor prior to the Contribution Date. Current real estate and personal property taxes and assessments shall be prorated at the Closing effective as of the Closing Date on a calendar year basis, understanding that real estate taxes in the State of Florida are payable in arrears. Such proration shall be made on the basis of the amount of real estate and personal property taxes for the current year if and to the extent that the taxing authorities have issued statements therefor, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, as the case may be.
(b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor on the Contribution Date.
(c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges unde...
Adjustments and Prorations. Unless otherwise agreed to in the Lease, the following adjustments and prorations shall be made at Closing:
(a) Real estate taxes due and payable in the current year together with current installments of special assessments which constitute liens on the Property and interest thereon due and payable therewith, and water and sewer charges on the basis of the fiscal period for which assessed (without regard to when such charges are payable) shall be prorated as of 12:01 a.m. local time on the date of the Closing on the basis of a 365-day year, except that if any amount to be prorated covers a period of less than a year, the proration as to such amount shall be made as of the Closing on the basis of the period so covered. The net amount of any adjustments shall be added to or subtracted from the Purchase Price, as applicable.
(b) All charges for electric and gas service and other utilities (other than water and sewer) supplied to the Real Property and the Improvements prior to the Closing shall be the obligation of Seller, and Seller agrees to pay such amounts as may be due in connection with such utilities promptly upon notification of such overdue payment.
(c) In the event that real estate taxes are to be prorated hereunder and if the Closing shall occur before a new tax rate is fixed, the proration of real estate taxes shall be upon the basis of the old tax rate for the preceding tax period applied to the latest assessed valuation; PROVIDED, HOWEVER, that Seller and Buyer agree to make all necessary adjustments to such proration after the Closing upon receipt of the new tax rate to reflect the actual tax rate applicable to the period(s) for which such proration is made.
(d) If there is a water meter for the Real Property and the Improvements, Seller shall furnish a reading or readings to a date not more than three (3) business days before the Closing Date and the unfixed meter charge shall be prorated on the basis of such last reading.
(e) Seller shall have the option to credit Buyer as an adjustment of the Purchase Price with the amount of any unpaid real estate taxes, assessments, water and sewer charges, together with any adjustments hereunder in favor of Buyer, in which case Buyer shall have assumed the obligation to pay such amounts when they become due and payable.
(f) Real estate tax refunds and credits received after the Closing Date which are attributable to the fiscal year during which the Closing occurs shall be prorated between Seller and Buyer ...
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.
(a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of each Project on or prior to the Closing Date, and all special assessments levied prior to the Closing Date (to the extent of installments thereof due on or prior to the Closing Date) shall be paid by Contributor on or prior to the Closing Date. Further, all taxes in the nature of rollback or similar taxes charged, assessed or levied based on the prior use or any change in use of the Land or Improvements prior to Closing shall be the obligation of Contributor. All real estate taxes and personal property taxes (the “Current Taxes”) levied against any portion of each Project with respect to the applicable tax year in which the Closing occurs shall be prorated and adjusted between the parties such that Contributor is responsible for that portion of the Current Taxes allocable to the period from the beginning of such tax year to the Closing Date, and SCOLP is responsible for that portion of the Current Taxes allocable to the period commencing on the Closing Date through the end of the tax year. In addition, if Contributor or any Property Owner has paid any taxes or assessments for or in respect of tax years commencing after the Closing Date, then SCOLP shall be responsible for same and the amount thereof shall be credited to Contributor at Closing. If the tax bills for the Current Taxes have not been issued by the Closing Date, Contributor and SCOLP agree to prorate such Current Taxes on the basis of the taxes for the tax year immediately preceding the Closing for the purpose of computing the prorations under this Section 6.1(a), and to reprorate such Current Taxes at the request of either party promptly after the final bills for such Current Taxes are issued after Closing. The obligation to reprorate such Current Taxes will survive the Closing. Any refund or rebate of Current Taxes which is received by or payable to any Property Owner after the Closing shall be prorated between Contributor and SCOLP in the manner provided above promptly upon receipt. If there are any open appeals of real estate taxes or assessments for tax years prior to the tax year in which the Closing occurs, then Contributor shall be permitted to continue to prosecute and control such appeals at Contributor’s sole expense...
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:
5.1.1 Seller shall arrange for a billing under all those Service Contracts for which fees are based on usage and with utility companies for a billing for utilities, to include all utilities or service used up to the Closing Date, and Seller shall pay the resultant bills. In the event any of the Service Contracts set forth in Exhibit 3 cover periods beyond the Closing Date the same shall be prorated on a per diem basis.
5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated based upon the period (i.e., calendar or other tax fiscal year) to which same are attributable, regardless of whether or not any such taxes are then due and payable or are a lien. Seller shall pay at or prior to Closing (or Buyer shall receive credit for) those unpaid taxes which are attributable to periods prior to the Closing Date. In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages and assessed valuation of the previous year, with known changes, shall be used; and after the Closing occurs and when the actual amount of taxes for the year or years in question shall be determinable, such taxes will be re-prorated between the parties to reflect the actual amount of such taxes.
5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (10) da...
Adjustments and Prorations. At Closing, Seller and Buyer shall make adjustments and prorations in the manner set forth in Schedule 3.4.
Adjustments and Prorations. All guest room revenues for the night preceding the Closing shall be allocated to Seller, and Seller shall pay all labor costs for cleaning of guest rooms on the day of Closing. Subject to the foregoing sentence and unless otherwise expressly provided for in this Agreement, Seller shall be responsible for and shall pay promptly (or reduce the Purchase Price or credit Purchaser) for all operating expenses or liabilities with respect to the Property, including, without limitation, all real property, personal property, occupancy and sales and use taxes, which accrue with respect to the Property with respect to all periods on and prior to the Cut-Off Time (as defined below) and Purchaser shall be responsible for and shall pay promptly all operating expenses and liabilities with respect to the Property, including without limitation all real property, personal property and sales and use taxes, which accrue with respect to the Property with respect to all periods after the Cut-Off Time. Unless otherwise provided below, the following are to be adjusted and prorated between Seller and Purchaser as of 11:59 P.M. (local time at the location of the Property) on the day preceding the Closing (the “Cut-Off Time”), based upon a 365 day year, and the net amount thereof under this Section shall be added to (if such net amount is in Seller’s favor) or deducted from (if such net amount is in Purchaser’s favor) the Purchase Price payable at Closing:
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).