Calculation; Reproration Sample Clauses

The 'Calculation; Reproration' clause defines how amounts, such as payments or allocations, are to be calculated and adjusted proportionally among parties. In practice, this clause ensures that if a total amount must be divided—such as in the case of partial performance, multiple beneficiaries, or changes in circumstances—each party receives a fair share based on a predetermined formula or ratio. Its core function is to ensure equitable distribution and prevent disputes by providing a clear method for adjusting amounts when full allocation is not possible or circumstances change.
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Calculation; Reproration. Escrow Holder shall prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (180) days after the Closing Date, and if a Party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to a...
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Calculation; Reproration. Prior to Closing the parties shall jointly prepare an estimated closing statement which shall set forth the costs payable under sections 7.5 and 7.6 and the prorations and credits provided for in section 7.7.1 and elsewhere in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subparagraph; provided, however, that there shall be no reproration for taxes and assessments. The estimated closing statement as adjusted as aforesaid and approved in writing by the parties shall be referred to herein as the "Closing Statement". If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either party shall be entitled to an adjustment to correct the same; provided, however, that there shall be no reproration for taxes and assessments; and further provided that any adjustment shall be made, if at all, within sixty (60) days after the Closing (except with respect to CAM Charges, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a party fails to request an adjustment to the Closing Statement by a written notice delivered to the other party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such party.
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Calculation; Reproration. Prior to Closing the parties shall jointly prepare an estimated closing statement which shall set forth the Purchase Price, as adjusted for the costs payable under Sections 7.5 and 7.6 and the prorations, credits and adjustments provided for in Section 7.7.1 and elsewhere in this Agreement. Any item (including, without limitation, the Reserves) which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subparagraph. The estimated closing statement as adjusted as aforesaid and approved in writing by the parties shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, within one hundred twenty (120) days after the Closing, at which time all prorations shall be binding and conclusive.
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Calculation; Reproration. Seller shall prepare and deliver, or cause Escrow Holder to prepare and deliver, to Buyer no later than five (5) days prior to the Closing Date an estimated closing statement which shall set forth the costs payable under Section 6.5.4 and the prorations and credits provided for in this Section 6.5.7 and Section 6.5.5 and elsewhere in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this Section 6.
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Calculation; Reproration. Seller shall prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this Agreement. Buyer and Seller shall cooperate on revisions to the closing statement following Seller delivery of the estimated closing statement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences not later than one (1) day before the Close of Escrow. The estimated closing statement as adjusted as aforesaid and approved in writing by the parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “
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Calculation; Reproration. The prorations and payments shall be made on the basis of a written statement submitted to Buyer and Seller by Title Company (based on information provided to Title Company by Buyer and Seller) at least two (2) business days prior to the Closing and approved by Buyer and Seller. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and such items as well as items that were incorrectly prorated shall be adjusted when the information is available in accordance with this subsection. The estimated closing statement as described in §1.6045‑4(e)(3)(ii) of the U.S. Treasury Regulations (the “Regulations”), prepared 9 by Title Company and adjusted as aforesaid and approved in writing by the parties (which approval shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, within ninety (90) days after the Closing Date (except with respect to real estate taxes and assessments, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available). Within ninety (90) days after the Closing, Buyer shall prepare and submit to Seller for Seller's review and approval a recalculation of the prorations and credits hereunder, reflecting actual figures and not estimates. Notwithstanding the foregoing, the reproration under Section 6(D)(1)(c) will not be governed by the procedure set out in this Section 6(D)(2) but will instead be governed by the procedure set forth in Section 6(D)(1)(c).
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Related to Calculation; Reproration

  • Calculation Any figure or percentage referred to in this Agreement shall be carried to seven decimal places.

  • 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.

  • Calculations All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

  • Payment Calculation District shall pay Contractor at a rate of $ per . District shall pay Contractor as described in attached Exhibit A

  • RENTAL ADJUSTMENT Landlord and Tenant acknowledge that the Leased Premises were conveyed by Tenant to Landlord pursuant to that certain Agreement of Sale and Purchase dated November 17, 2005 (the “Leased Premises Purchase Agreement”), and, as a condition to closing thereunder, leased back to Tenant pursuant to this Lease. Concurrently with the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain (the “Required Consents”) and (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth above, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: (i) From the Commencement Date to the end of the 1st Lease Year, an amount, per annum, equal to $1,017,500.00. (ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this Section.