Common use of Costs and Prorations Clause in Contracts

Costs and Prorations. (i) To the extent applicable, all transfer, recording or similar taxes and fees and expenses incurred in connection with redocumentation of the Admiral and Admiral Barge One with the United States Coast Guard shall be borne by Seller, and Seller hereby undertakes to timely remit all such amounts to the applicable authority and to prepare and file all proper returns and reports with respect thereto. (ii) All real and personal property taxes and assessments, rents, water rates and charges, electric, gas and telephone charges and all other apportionable operating costs and charges and expenses with respect to the Riverboat Casino Assets will be apportioned and adjusted between Seller and Buyer as of the Closing, provided that if the Closing will occur before the tax rate or assessment is fixed for the year in which the Closing takes place, the apportionment of such real and personal property taxes will be made upon the basis of the tax rate for the preceding year applied to the latest assessed valuation, but such apportionment will be readjusted as soon as the applicable rate and assessment is fixed. Seller and Buyer at Closing shall execute and deliver a closing statement reflecting their reasonable estimate of the prorations of expenses described above in a form reasonably satisfactory to each party. Any net proration due to Buyer will reduce the Purchase Price, and any net proration due to Seller will increase the Purchase Price. To the extent adjustments cannot be determined as of Closing, the parties agree to make such post Closing adjustments (by the reduction or increase of the Purchase Price and payment of such increase in cash to Seller, as applicable) as are appropriate and to resolve open items within sixty (60) days after the Closing.

Costs and Prorations. (i) To the extent applicable, all transfer, recording or similar taxes Taxes and fees and expenses incurred in connection with redocumentation of the Admiral and Admiral Barge One with the United States Coast Guard shall be borne by Seller, and Seller hereby undertakes to timely remit all such amounts to the applicable authority and to prepare and file all proper returns Tax Returns and reports with respect thereto. (ii) All real and personal property taxes Taxes and assessments, rents, water rates and charges, electric, gas and telephone charges and all other apportionable operating costs and charges and expenses with respect to the Riverboat Casino Assets will be apportioned and adjusted between Seller and 11 Buyer as of the Closing, provided that if the Closing will occur before the tax Tax rate or assessment is fixed for the year in which the Closing takes place, the apportionment of such real and personal property taxes Taxes will be made upon the basis of the tax Tax rate for the preceding year applied to the latest assessed valuation, but such apportionment will be readjusted as soon as the applicable rate and assessment is fixed. Seller and Buyer at Closing shall execute and deliver a closing statement reflecting their reasonable estimate of the prorations of expenses described above in a form reasonably satisfactory to each party. Any net proration due to Buyer will reduce the Purchase Price, and any net proration due to Seller will increase the Purchase Price. To the extent adjustments cannot be determined as of Closing, the parties agree to shall make such post post-Closing adjustments (by the reduction or increase of the Purchase Price and payment of such increase amount by which the Purchase Price is increased in cash to SellerSeller or amount by which the Purchase Price is reduced in cash to Buyer, as applicable) as are appropriate and to resolve open items within sixty (60) days as soon as practicable after the Closingsuch charges have been finally ascertained.

Costs and Prorations. (i) To the extent applicablethat any transfer tax is applicable to the conveyance of The Admiral vessel, Seller shall be responsible for payment of such tax, based on Buyer's reasonable allocation of the Purchase Price, to a maximum of One Hundred Thousand Dollars ($100,000). Seller hereby authorizes Buyer to reduce the amount of the Separate Asset Value by the amount of such tax, and Buyer hereby undertakes to timely remit all such taxes to the applicable taxing authority and to prepare and file all proper returns and reports with respect thereto. Except as provided above in this Section 2(b), all other transfer, recording or similar taxes shall be borne by Seller and deducted from the Purchase Price, provided that fees and expenses incurred in connection with redocumentation of the Admiral and Admiral Barge One with the United States Coast Guard shall be borne by Seller, and Seller hereby undertakes to timely remit all such amounts to the applicable authority and to prepare and file all proper returns and reports with respect thereto. (ii) Buyer. All real and personal property taxes and assessments, rents, water rates and charges, electric, gas and telephone charges and all other apportionable operating costs and charges and expenses with respect to the Riverboat Casino Assets will be apportioned and adjusted between Seller and Buyer as of the Closing, provided that if the Closing will occur before the tax rate or assessment is fixed for the year in which the Closing takes place, the apportionment of such real and personal property taxes will be made upon the basis of the tax rate for the preceding year applied to the latest assessed valuation, but such apportionment will be readjusted as soon as the applicable rate and assessment is fixed. In addition, all gaming revenues, food and beverage revenues, gift shop revenues and other revenues associated with the Riverboat Casino Assets shall be apportioned and adjusted between Seller and Buyer at Closing such that Seller receives the benefit of revenues through the date and time of Closing, and Buyer receives the benefit of such revenues following the Closing. Seller and Buyer at Closing shall execute and deliver deliver 10 a closing statement reflecting their reasonable estimate of the prorations of expenses and revenues described above in a form reasonably satisfactory to each party. Any net proration due to Buyer will reduce the Purchase Base Price, and any net proration due to Seller will increase the Purchase Base Price. To the extent adjustments cannot be determined as of Closing, the parties agree to make such post Closing adjustments (by the reduction or increase of the Purchase Price and payment of such increase in cash to Seller, as applicable) as are appropriate and to resolve open items within sixty (60) days after the Closing.

Costs and Prorations. (i) To the extent applicable, all transfer, recording or similar taxes Taxes and fees and expenses incurred in connection with redocumentation of the Admiral and Admiral Barge One with the United States Coast Guard shall be borne by Seller, and Seller hereby undertakes to timely remit all such amounts to the applicable authority and to prepare and file all proper returns Tax Returns and reports with respect thereto. (ii) All real and personal property taxes Taxes and assessments, rents, water rates and charges, electric, gas and telephone charges and all other apportionable operating costs and charges and expenses with respect to the Riverboat Casino Assets will be apportioned and adjusted between Seller and Buyer as of the Closing, provided that if the Closing will occur before the tax Tax rate or assessment is fixed for the year in which the Closing takes place, the apportionment of such real and personal property taxes Taxes will be made upon the basis of the tax Tax rate for the preceding year applied to the latest assessed valuation, but such apportionment will be readjusted as soon as the applicable rate and assessment is fixed. Seller and Buyer at Closing shall execute and deliver a closing statement reflecting their reasonable estimate of the prorations of expenses described above in a form reasonably satisfactory to each party. Any net proration due to Buyer will reduce the Purchase Price, and any net proration due to Seller will increase the Purchase Price. To the extent adjustments cannot be determined as of Closing, the parties agree to shall make such post post-Closing adjustments (by the reduction or increase of the Purchase Price and payment of such increase amount by which the Purchase Price is increased in cash to SellerSeller or amount by which the Purchase Price is reduced in cash to Buyer, as applicable) as are appropriate and to resolve open items within sixty (60) days as soon as practicable after the Closingsuch charges have been finally ascertained.