Certain Apportionments. Notwithstanding any provision to the contrary in this Article 2A or elsewhere in this Agreement, at the Final Closing the following items shall be apportioned between Xxxxxxxx and the Transferring Entities, on the one hand, and HoldCo, on the other hand, with such adjustments to be made as of each Closing Date by the party that on a net basis owes money to the other party under this Section 2A.8 by wire transfer of immediately available funds to such accounts as such other party shall relating to such Closing specify in writing: (a) rents and revenues under all Contracts included in the Xxxxxxxx Contributed Assets relating to such Closing; (b) Prepaid Expenses relating to such Closing; (c) federal, state, local or foreign Taxes (other than income taxes or transfer taxes, which are covered under Section 11.4 hereof) payable with respect to the Xxxxxxxx Contributed Assets relating to such Closing; and (d) charges and payments under all Contracts included in the Xxxxxxxx Contributed Assets relating to such Closing. Such apportionments shall be made pro rata on a per diem basis as of the applicable Closing Date so that all such rents, revenues, Taxes, charges and payments attributable to the period prior to such Closing Date are for the account of Xxxxxxxx; and all such rents, revenues, Taxes, charges and payments attributable to the period from and after such Closing Date are for the account of HoldCo. If any of the aforesaid apportionments cannot be calculated accurately on the Final Closing Date, then the same shall be calculated and adjusted once by Xxxxxxxx and HoldCo after the Final Closing Date in accordance with the following procedures. Within five business days after the last day of the third full calendar month following the Final Closing Date, Xxxxxxxx and HoldCo shall exchange their respective post-Closing calculations of such apportionments. Xxxxxxxx and HoldCo shall in good faith agree upon the post-Closing apportionments on or before the last day of the fourth full calendar month following the Final Closing Date. If at the end of such period, Xxxxxxxx and HoldCo cannot agree on the post-Closing apportionments, Xxxxxxxx and HoldCo shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute. The Accounting Firm shall be PriceWaterhouseCoopers LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as sha...
Certain Apportionments. For purposes of determining the Liability of the Seller for Taxes with respect to the Purchased Assets under Section 1.5(a)(i), all real, personal property and other Taxes not based on or measured by income or receipts of Seller, in each case, with respect to the Purchased Assets (the “Apportioned Obligations”), shall be prorated between the Seller and Purchaser, with such Taxes being borne by the Seller based on the ratio of the number of days in the relevant period prior to and including the First Closing Date, with respect to the First Closing Assets, or the Second Closing Date, with respect to the Second Closing Assets, to the total number of days in the actual taxable period with respect to which such Taxes are assessed, irrespective of when such Taxes are due, become a Lien or are assessed, and such Taxes being borne by Purchaser based on the ratio of the number of days in the relevant period after the First Closing Date, with respect to the First Closing Assets, or the Second Closing Date, with respect to the Second Closing Assets, to the total number of days in the actual taxable period with respect to which such Taxes are assessed, irrespective of when such Taxes are due, become a Lien or are assessed.
Certain Apportionments. The following items shall be apportioned between Seller and Purchaser as of the Closing Date: (a) rents, revenues, charges and other payments under all Co-location Agreements; (b) prepaid expenses related to the Assets; and (c) personal property and real property Taxes on the Assets. Such apportionments shall be made pro rata on a per diem basis as of the Closing Date so that all such rents, revenues, charges, payments and Taxes attributable to the period prior to the Closing Date are for the account of Seller, and all such rents, revenues, charges, payments and Taxes attributable to the period from and after the Closing Date are for the account of Purchaser. If and to the extent that it is not reasonably practicable to complete all such apportionments by Closing, the parties agree to make the apportionments that are not done by Closing on a post-Closing basis, and, accordingly, to pay any such amounts as may be due and owing to the other party within a reasonable time after receipt of the other party’s invoice therefor at any time or from time to time. The obligations of the parties pursuant to the preceding sentence shall survive the Closing.
Certain Apportionments. 14 2.8 Master Site Agreement............................................................ 15 2.9 [intentionally deleted].......................................................... 15 2.10
Certain Apportionments. The Seller, or a relevant Seller Subsidiary, as applicable, is and shall remain solely responsible for and pay for all Taxes arising from or relating to the Transferred Assets and the Business for all periods ending on or prior to the Closing Date. The Buyer, or a relevant Buyer Subsidiary, as applicable, shall be solely responsible for and pay for all Taxes arising from or relating to the Transferred Assets and the Business for all periods ending after the Closing Date. For purposes of determining the Liability of the Seller and the Seller Subsidiaries and the Buyer and the Buyer Subsidiaries for Taxes with respect to the Transferred Assets or the Business, the amount of any Taxes based on or measured by income or receipts of the Business for the portion of the Straddle Period up to and through the Closing Date shall be determined based on an interim closing of the books as though the Taxable period of the Seller, or a relevant Seller Subsidiary, as applicable, ended on the Closing Date. The amount of other Taxes of the Business for the portion of the Straddle Period up to and through the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in such Straddle Period.
Certain Apportionments. For purposes of determining the liability of the Seller for Taxes with respect to the Business under Section 1.4(a) hereof, real and personal property Taxes with respect to the Assets for the taxable period which includes the Closing Date shall be prorated between the Seller and the Buyer, with such Taxes being borne by the Seller based on the ratio of the number of days in the relevant period prior to the Closing Date to the total number of days in the actual taxable period with respect to which such Taxes are assessed, irrespective of when such Taxes are due, become a lien or are assessed, and such Taxes being borne by the Buyer based on the ratio of the number of days in the relevant period after the Closing Date to the total number of days in the actual taxable period with respect to which such Taxes are assessed, irrespective of when such Taxes are due, become a lien or are assessed.
Certain Apportionments. For purposes of determining the liability of the Sellers for Taxes with respect to the Business under Section 1.4(b)(i) hereof, the following rules of apportionment shall apply: (i) real and personal property Taxes with respect to the Assets for the taxable period which includes the Closing Date shall be prorated between the Sellers and the Buyers, with such Taxes being borne by the Sellers based on the ratio of the number of days in the relevant period prior to the Closing Date to the total number of days in the actual taxable period with respect to which such Taxes are assessed, irrespective of when such Taxes are due, become a lien or are assessed, and such Taxes being borne by the Buyers based on the ratio of the number of days in the relevant period from and after the Closing Date to the total number of days in the actual taxable period with respect to which such Taxes are assessed, irrespective of when such Taxes are due, become a lien or are assessed; (ii) sales and use Taxes shall be deemed to accrue as property is purchased, sold, used, or transferred; and (iii) all other Taxes shall accrue in accordance with GAAP, except for Income Taxes, which shall accrue by way of a closing of Books and Records, as though the relevant taxable period ended on the Closing Date in accordance with Income Tax principles.
Certain Apportionments. 2A.9 Contribution of Bidder Contributed Cash and Bidder Contributed Shares............................................ 2A.10 Adjustments Based Upon Transfer of More than 2,322 Tower Structures.................................................... 2A.11 Adjustments Based Upon Revenue Run Rate of Towers in a Tranche........................................... 2A.12 Method of Contributing Xxxxxxxx Contributed Assets and Xxxxxxxx Assumed Liabilities.......................
Certain Apportionments. Section 2.7 of the Agreement provides for ---------------------- the apportionment of certain amounts between Powertel and the Sellers, on the one hand, and CCIC and Buyer, on the other hand. The parties have agreed to make such apportionments as of June 1, 1999, instead of making such apportionments as of the Closing Date, as contemplated by the Agreement. The parties acknowledge that as of June 1, 1999, Powertel has paid rents under the Site Leases for the month of June on behalf of Buyer, subject to reimbursement under Section 2.7 of the Agreement. The parties also acknowledge that to the extent Powertel shall continue to receive rent payments from third party tenants under Tower Leases relating to such periods after June 1, 1999, Powertel shall remit such payments to CCIC within ten (10) business days of receipt. Other post-closing apportionments will be made in accordance with Section 2.7 of the Agreement. On June 2, 1999, Powertel or its affiliates shall pay the rents due under the Master Lease for each of the Tower Sites subject to Site Lease Acknowledgments thereunder.
Certain Apportionments. Seller shall pay for (i) the premium for the CLTA portion of the Title Policy, (ii) escrow fees, (iii) any and all county transfer taxes, (iv) one-half (1/2) of the city transfer taxes, and (v) recording fees. Buyer shall pay (i) the difference between the ALTA and CLTA portion of the Title Policy, (ii) the ALTA survey for the Property, and (iii) one-half (1/2) of the city transfer taxes. Seller shall be responsible for all costs incurred in connection with the prepayment or satisfaction of any loan or bond secured by the Property including, without limitation, any prepayment fees, penalties or charges. Buyer shall pay for all endorsements to its ALTA Owner's Policy of Title Insurance except for endorsements necessary to satisfy Seller's Obligations which shall be paid for by Seller. All other costs and charges of the escrow for the sale not otherwise provided for in this Paragraph 7(g)(i) or elsewhere in this Agreement shall be allocated in accordance with the closing customs for the county in which the Property is located.
