Guiding Principles for the Re-Assessments. The Parties agree that, in connection with each AB Re- Assessment and CB Re-Assessment undertaken by the Parties, the Parties shall use the following guidelines.
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Accounting and Tax Matters The General Partner shall keep proper and usual books and records pertaining to the Partnership’s business in accordance with generally accepted accounting principles. The books and records and all files of the Partnership shall be kept at its principal office. The General Partner shall prepare and furnish to the Limited Partners promptly after the close of each fiscal year an unaudited statement, certified by the General Partner, showing the operations of the Partnership for such fiscal year, including a balance sheet and statement of income or loss and changes in financial position for such fiscal year, the balance of each Limited Partner’s Capital Account, the unpaid balance due under all obligations of the Partnership and all other information reasonably requested by any Partner. The Limited Partners, and the authorized agents thereof, shall have the right at all reasonable times to audit, examine and make copies or extracts from the Partnership books of account. Federal, state and local income tax returns of the Partnership shall be prepared and timely filed by the General Partner. Copies of the tax returns shall be furnished to the Limited Partners prior to filing thereof. The General Partner is hereby designated the tax matters partner of the Partnership.
Accounting Matters Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with IFRS.
Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.
Minimum Site Requirements for TIPS Sales (when applicable to TIPS Sale). Cleanup: When performing work on site at a TIPS Member’s property, Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by the TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation: Vendor shall not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in the TIPS Sale Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre‐installation requirements. Registered Sex Offender Restrictions: For work to be performed at schools, Vendor agrees that no employee of Vendor or a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS Member. Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the TIPS Sale at the TIPS Member’s discretion. Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety Measures: Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. Smoking: Persons working under Agreement shall adhere to the TIPS Member’s or local smoking statutes, codes, ordinances, and policies.
Price Schedule, Payment Terms and Billing, and Price Adjustments (a) Price Schedule: Price Schedule under this Contract is set forth in Exhibit B.
Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:
Costs and Prorations (a) At Closing, the Parties shall prorate, without duplication, as of the Closing Date, the following with respect to the Assets: (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal property taxes and current installments of special assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. (ii) All prepaid items and deposits applicable to the operation of the Assets covering periods prior to and after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, and Purchaser shall be credited, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Parties. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.
Closing Costs and Prorations Taxes and assessments for the current year, if any, shall be prorated between the prior owner of the Personal Property and Buyer as of the date of closing. Seller shall pay one-half (½) of Closing Agent’s closing and escrow fees. Buyer shall pay one-half (½) of Closing Agent’s closing and escrow fees. In addition, Buyer shall pay all other closing costs, including but not limited to: (1) recording fees for the cost of recording the State Deed; (2) the cost for any title insurance purchased at Buyer’s option; (3) lender fees, if any, together with all associated recording fees, if any;
Know-How Necessary for the Business The Intellectual Property Rights are all those necessary for the operation of the Company’s businesses as it is currently conducted or as represented, in writing, to the Purchasers to be conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge, no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than of the Company.
