Common use of Certain Apportionments Clause in Contracts

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 shall be agreed upon by Xxxxxxxx and HoldCo in writing. The Accounting Firm shall be instructed to, within thirty (30) days after the submission of any disputed matters, review and resolve all such disputed matters and to report its resolution thereof to Xxxxxxxx and HoldCo, and such report shall be final, binding and conclusive on Xxxxxxxx and HoldCo with respect to all such disputed matters. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2A.8 shall be borne fifty percent (50%) by Thrasher and fifty percent (50%) by HoldCo. No other post-Closing apportionments shall be made by the parties. Either party owing the other party a sum of money based on the agreed-upon post-Closing apportionments shall pay said sum to the other party on or before the last day of the fifth full calendar month following the Final Closing Date. If payment of any such amount is not paid when due, interest shall accrue on the past due amount at a rate equal to the Prime Rate plus two percent (2%) per annum from the due date to the date of payment. The aforesaid post-Closing adjustment shall be the only post-Closing adjustment of the items to be apportioned under this Section 2A.8. The provisions of this Article 2A shall not affect the obligations of Xxxxxxxx and HoldCo under this Agreement with respect to the Xxxxxxxx Retained Liabilities and the Xxxxxxxx Assumed Liabilities, respectively.

Certain Apportionments. Notwithstanding any provision to the contrary in this Article 2A Section 2.3 or elsewhere in this Agreement, at the Final Closing the following items shall be apportioned between Xxxxxxxx BAM and the Transferring EntitiesPartnerships, on the one hand, and HoldCoOpCo, on the other hand, with such adjustments to be made as of each the Closing Date by the party that on a net basis owes money to the other party under this Section 2A.8 2.3.8 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 BAM Contributed Assets relating to such ClosingAssets; (b) Prepaid Expenses relating to such ClosingExpenses; (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 BAM Contributed Assets relating to such ClosingAssets; and (d) charges and payments under all Contracts included in the Xxxxxxxx BAM Contributed Assets relating to such ClosingAssets. 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 the Closing Date are for the account of XxxxxxxxBAM; and all such rents, revenues, Taxes, charges and payments attributable to the period from and after such the Closing Date are for the account of HoldCoOpCo. 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 BAM and HoldCo OpCo 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 BAM and HoldCo OpCo shall exchange their respective post-Closing calculations of such apportionments. Xxxxxxxx BAM and HoldCo OpCo 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 BAM and HoldCo OpCo cannot agree on the post-Closing apportionments, Xxxxxxxx BAM and HoldCo OpCo 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 Xxxxxx Xxxxxxxx, LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Xxxxxxxx BAM and HoldCo OpCo in writing. The Accounting Firm shall be instructed to, within thirty (30) days after the submission of any disputed matters, review and resolve all such disputed matters and to report its resolution thereof to Xxxxxxxx BAM and HoldCoOpCo, and such report shall be final, binding and conclusive on Xxxxxxxx BAM and HoldCo OpCo with respect to all such disputed matters. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2A.8 2.3.8 shall be borne fifty percent (50%) by Thrasher BAM and fifty percent (50%) by HoldCoOpCo. No other post-Closing apportionments shall be made by the parties. Either party owing the other party a sum of money based on the agreed-upon post-Closing apportionments shall pay said sum to the other party on or before the last day of the fifth full calendar month following the Final Closing Date. If payment of any such amount is not paid when due, interest shall accrue on the past due amount at a rate equal to the Prime Rate plus two percent (2%) per annum from the due date to the date of payment. The aforesaid post-Closing adjustment shall be the only post-Closing adjustment of the items to be apportioned under this Section 2A.82.3.8. The provisions of this Article 2A Section 2.3 shall not affect the obligations of Xxxxxxxx BAM and HoldCo OpCo under this Agreement with respect to the Xxxxxxxx BAM Retained Liabilities and the Xxxxxxxx BAM Assumed Liabilities, respectively.

Certain Apportionments. Notwithstanding any provision to the ---------------------- contrary in this Article 2A Section 2.3 or elsewhere in this Agreement, at the Final Closing the following items shall be apportioned between Xxxxxxxx BAM and the Transferring EntitiesPartnerships, on the one hand, and HoldCoOpCo, on the other hand, with such adjustments to be made as of each the Closing Date by the party that on a net basis owes money to the other party under this Section 2A.8 2.3.8 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 BAM Contributed Assets relating to such ClosingAssets; (b) Prepaid Expenses relating to such ClosingExpenses; (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 BAM Contributed Assets relating to such ClosingAssets; and (d) charges and payments under all Contracts included in the Xxxxxxxx BAM Contributed Assets relating to such ClosingAssets. 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 the Closing Date are for the account of XxxxxxxxBAM; and all such rents, revenues, Taxes, charges and payments attributable to the period from and after such the Closing Date are for the account of HoldCoOpCo. 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 BAM and HoldCo OpCo 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 BAM and HoldCo OpCo shall exchange their respective post-Closing calculations of such apportionments. Xxxxxxxx BAM and HoldCo OpCo 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 BAM and HoldCo OpCo cannot agree on the post-Closing apportionments, Xxxxxxxx BAM and HoldCo OpCo 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 Xxxxxx Xxxxxxxx, LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Xxxxxxxx BAM and HoldCo OpCo in writing. The Accounting Firm shall be instructed to, within thirty (30) days after the submission of any disputed matters, review and resolve all such disputed matters and to report its resolution thereof to Xxxxxxxx BAM and HoldCoOpCo, and such report shall be final, binding and conclusive on Xxxxxxxx BAM and HoldCo OpCo with respect to all such disputed matters. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2A.8 2.3.8 shall be borne fifty percent (50%) by Thrasher BAM and fifty percent (50%) by HoldCoOpCo. No other post-Closing apportionments shall be made by the parties. Either party owing the other party a sum of money based on the agreed-upon post-Closing apportionments shall pay said sum to the other party on or before the last day of the fifth full calendar month following the Final Closing Date. If payment of any such amount is not paid when due, interest shall accrue on the past due amount at a rate equal to the Prime Rate plus two percent (2%) per annum from the due date to the date of payment. The aforesaid post-Closing adjustment shall be the only post-Closing adjustment of the items to be apportioned under this Section 2A.82.3.8. The provisions of this Article 2A Section 2.3 shall not affect the obligations of Xxxxxxxx BAM and HoldCo OpCo under this Agreement with respect to the Xxxxxxxx BAM Retained Liabilities and the Xxxxxxxx BAM Assumed Liabilities, respectively.

Certain Apportionments. Notwithstanding any provision to the ---------------------- contrary in this Article 2A Section 2.7 or elsewhere in this Agreement, at the Final Closing the following items shall be apportioned between Xxxxxxxx Powertel and the Transferring EntitiesSellers, on the one hand, and HoldCoCCIC and Buyer, on the other hand, with such adjustments to be made as of each the Closing Date by the party that on a net basis owes money to the other party under this Section 2A.8 2.7 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 ClosingAssets; (b) Prepaid Expenses relating to such ClosingExpenses; (c) federal, state, local or foreign Taxes (other than income taxes taxes) paid or transfer taxes, which are covered under Section 11.4 hereof) payable with respect to the Xxxxxxxx Contributed Assets relating to such ClosingAssets; and (d) charges and payments under all Contracts included in the Xxxxxxxx Contributed Assets relating to such ClosingAssets. 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 the Closing Date are for the account of XxxxxxxxPowertel and Sellers; and all such rents, revenues, Taxes, charges and payments attributable to the period from and after such the Closing Date are for the account of HoldCoBuyer. 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 Powertel, Sellers, CCIC and HoldCo Buyer 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 Powertel, Sellers, CCIC and HoldCo Buyer shall exchange their respective post-Closing calculations of such apportionments. Xxxxxxxx Powertel, Sellers, CCIC and HoldCo Buyer shall in good faith attempt to 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 Powertel, Sellers, CCIC and HoldCo Buyer cannot agree on the post-Closing apportionments, Xxxxxxxx Powertel, Sellers, CCIC and HoldCo Buyer 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 Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Xxxxxxxx Powertel, Sellers, CCIC and HoldCo Buyer in writing. The Accounting Firm shall be instructed to, within thirty (30) days after the submission of any disputed matters, review and resolve all such disputed matters and to report its resolution thereof to Xxxxxxxx Powertel, Sellers, CCIC and HoldCoBuyer, and such report shall be final, binding and conclusive on Xxxxxxxx Powertel, Sellers, CCIC and HoldCo Buyer with respect to all such disputed matters. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2A.8 2.7 shall be borne fifty percent (50%) by Thrasher Powertel and Sellers on the one hand, and fifty percent (50%) by HoldCoCCIC and Buyer, on the other hand. No other post-Closing apportionments shall be made by the parties. Either party owing the other party a sum of money based on the agreed-agreed- upon post-Closing apportionments shall pay said sum to the other party on or before the last day of the fifth full calendar month following the Final Closing Date. If payment of any such amount is not paid when due, interest shall accrue on the past due amount at a rate equal to the Prime Rate plus two percent (2%) per annum from the due date to the date of payment. The aforesaid post-Closing adjustment shall be the only post-Closing adjustment of the items to be apportioned under this Section 2A.82.7. The provisions of this Article 2A Section 2.7 shall not -15- affect the obligations of Xxxxxxxx Powertel, Sellers, CCIC and HoldCo Buyer under this Agreement with respect to the Xxxxxxxx Retained Liabilities and the Xxxxxxxx Assumed Liabilities, respectively.

Certain Apportionments. Notwithstanding any provision to the contrary in this Article 2A Section 3.1(b) or elsewhere in this Agreement, at the Final Closing the following items shall be apportioned between Xxxxxxxx and the Transferring EntitiesTarget, on the one hand, and HoldCoATLP, on the other hand, with such adjustments to be made as of each the Closing Date by the party that on a net basis owes money to the other party under this Section 2A.8 3.1(b) 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 ClosingTarget Assets; (b) Prepaid Expenses prepaid expenses relating to such Closing; the Target Assets, (c) federal, state, local Pro Ratable Taxes paid 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 ClosingTarget Assets; and (d) charges and payments under all Contracts included in the Xxxxxxxx Contributed Assets relating to such ClosingTarget Assets. 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 and including the Closing Date are for the account of XxxxxxxxTarget; and all such rents, revenues, Taxes, charges and payments attributable to the period from and after such the Closing Date are for the account of HoldCoATLP. 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 Target and HoldCo ATLP after the Final Closing Date in accordance with the following procedures. Within five (5) business days after the last day of the third full calendar month following the Final Closing Date, Xxxxxxxx Target and HoldCo ATLP shall exchange their respective post-Closing calculations of such apportionments. Xxxxxxxx Target and HoldCo ATLP shall in good faith attempt to 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 Target and HoldCo ATLP cannot agree on the post-Closing apportionments, Xxxxxxxx Target and HoldCo ATLP 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 a nationally recognized independent public accounting firm as shall be agreed upon by Xxxxxxxx Target and HoldCo ATLP in writing. The Accounting Firm shall be instructed to, within thirty (30) days after the submission of any disputed matters, review and resolve all such disputed matters and to report its resolution thereof to Xxxxxxxx Target and HoldCoATLP, and such report shall be final, binding and conclusive on Xxxxxxxx Target and HoldCo ATLP with respect to all such disputed matters. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2A.8 3.1(b) shall be borne fifty percent (50%) by Thrasher Target on the one hand, and fifty percent (50%) by HoldCoATLP, on the other hand. No other post-Closing apportionments shall be made by the parties. Either party owing the other party a sum of money based on the agreed-upon post-Closing apportionments shall pay said sum to the other party on or before the last day of the fifth full calendar month following the Final Closing Date, or sooner if the parties so agree. If payment of any such amount is not paid when due, interest shall accrue on the past due amount at a rate equal to the Prime Rate plus two percent (2%) per annum from the due date to the date of payment. The aforesaid post-Closing adjustment shall be the only post-Closing adjustment of the items to be apportioned under this Section 2A.83.1(b). The provisions of this Article 2A Section 3.1(b) shall not affect the obligations of Xxxxxxxx Target and HoldCo ATLP under this Agreement with respect to the Xxxxxxxx Retained Liabilities and the Xxxxxxxx Assumed Liabilities, respectively. Nothing contained in this Section 3.1(b) is intended or shall be deemed to amend or modify the indemnification provisions of Article 10 nor to reallocate responsibility for the matters set forth herein.

Certain Apportionments. Notwithstanding any provision to the contrary in this Article 2A Section 2.7 or elsewhere in this Agreement, at the Final Closing the following items shall be apportioned between Xxxxxxxx Powertel and the Transferring EntitiesSellers, on the one hand, and HoldCoCCIC and Buyer, on the other hand, with such adjustments to be made as of each the Closing Date by the party that on a net basis owes money to the other party under this Section 2A.8 2.7 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 ClosingAssets; (b) Prepaid Expenses relating to such ClosingExpenses; (c) federal, state, local or foreign Taxes (other than income taxes taxes) paid or transfer taxes, which are covered under Section 11.4 hereof) payable with respect to the Xxxxxxxx Contributed Assets relating to such ClosingAssets; and (d) charges and payments under all Contracts included in the Xxxxxxxx Contributed Assets relating to such ClosingAssets. 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 the Closing Date are for the account of XxxxxxxxPowertel and Sellers; and all such rents, revenues, Taxes, charges and payments attributable to the period from and after such the Closing Date are for the account of HoldCoBuyer. 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 Powertel, Sellers, CCIC and HoldCo Buyer 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 Powertel, Sellers, CCIC and HoldCo Buyer shall exchange their respective post-Closing calculations of such apportionments. Xxxxxxxx Powertel, Sellers, CCIC and HoldCo Buyer shall in good faith attempt to 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 Powertel, Sellers, CCIC and HoldCo Buyer cannot agree on the post-Closing apportionments, Xxxxxxxx Powertel, Sellers, CCIC and HoldCo Buyer 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 Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Xxxxxxxx Powertel, Sellers, CCIC and HoldCo Buyer in writing. The Accounting Firm shall be instructed to, within thirty (30) days after the submission of any disputed matters, review and resolve all such disputed matters and to report its resolution thereof to Xxxxxxxx Powertel, Sellers, CCIC and HoldCoBuyer, and such report shall be final, binding and conclusive on Xxxxxxxx Powertel, Sellers, CCIC and HoldCo Buyer with respect to all such disputed matters. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2A.8 2.7 shall be borne fifty percent (50%) by Thrasher Powertel and Sellers on the one hand, and fifty percent (50%) by HoldCoCCIC and Buyer, on the other hand. No other post-Closing apportionments shall be made by the parties. Either party owing the other party a sum of money based on the agreed-upon post-Closing apportionments shall pay said sum to the other party on or before the last day of the fifth full calendar month following the Final Closing Date. If payment of any such amount is not paid when due, interest shall accrue on the past due amount at a rate equal to the Prime Rate plus two percent (2%) per annum from the due date to the date of payment. The aforesaid post-Closing adjustment shall be the only post-Closing adjustment of the items to be apportioned under this Section 2A.82.7. The provisions of this Article 2A Section 2.7 shall not affect the obligations of Xxxxxxxx Powertel, Sellers, CCIC and HoldCo Buyer under this Agreement with respect to the Xxxxxxxx Retained Liabilities and the Xxxxxxxx Assumed Liabilities, respectively.