Other Adjustments and Prorations. To the extent not inconsistent with any of the foregoing, all other items of income and expense as are customarily adjusted or prorated upon the sale and purchase of a hotel property similar to the Hotel shall be adjusted and prorated between Seller and Purchaser accordingly.
Other Adjustments and Prorations. 2.4.1. The Purchase Price shall be adjusted in accordance with the following:
(a) The Purchase Price shall be increased by an amount equal to any cash, adjusted accounts receivable, Inventory, prepaid expenses and any other current assets transferred to Purchaser. For the purposes of this section the "adjusted accounts receivable" shall equal the sum of the following:
(i) 100% of the accounts receivable from carriers and resellers.
(ii) 100% of the amount of all Subscriber accounts receivable which remain unpaid by Subscribers ("Outstanding") for less than 31 days from the date of billing; plus
(iii) 75% of the amount of all Subscriber accounts receivable that are Outstanding for more than 30 days but less than 61 days from the date of billing; and
(iv) 60% of the amount of all Subscriber accounts receivable that are Outstanding for more than 60 days, but less than 90 days from the date of billing; plus
(v) There shall be no adjustment (i.e. 0%) for the amount of any Subscriber accounts receivable that are Outstanding more than 90 days.
(b) The Purchase Price shall be decreased by an amount equal to (x) the Assumed Liabilities, and (y) amounts collected by Seller from Subscribers on or prior to the Closing Date (net of deferred access revenue included in such amounts), which relate to Services provided after the Closing Date (hereinafter referred to as "Advance Receipts"), and (z) deferred access revenue assumed by Purchaser.
2.4.2. All revenues and all expenses arising from the Business and ownership of the Assets prior to the Closing Date, including resale charges and other expenses payable in respect to Service, utility charges, Taxes levied against the Assets, property and equipment rentals, sales and service charges, Taxes (except for Taxes arising from the transfer of the Assets ), and similar prepaid and deferred items, shall be prorated between Seller and Purchaser in accordance with the principle that Seller shall receive the benefit of all revenues, and be responsible for all expenses, costs, obligations and Liabilities allocable to the Business and the ownership of the Assets for the period prior to the Closing Date, and Purchaser shall receive the benefit of all revenues, and be responsible for all expenses, costs, obligations and Liabilities allocable to the Business and the ownership of the Assets on and after the Closing Date.
2.4.3. A final settlement (the "Final Settlement") of all adjustments or prorations made under this Section, with pa...
Other Adjustments and Prorations. All other items as are customarily adjusted or prorated upon the sale and purchase of property similar to the Property shall be adjusted and prorated between the Parties accordingly.
Other Adjustments and Prorations. All other items of income and expense as are customarily adjusted or prorated upon the sale and purchase of property similar to the Acquired Assets shall be adjusted and prorated between Seller and Buyer accordingly.
Other Adjustments and Prorations. To the extent not inconsistent with any of the foregoing, all other items of income and expense as are customarily adjusted or prorated upon the sale and purchase of a restaurant property similar to the Acquired Business shall be adjusted and prorated between Seller and Purchaser accordingly.
Other Adjustments and Prorations. All other items of income and expense as are customarily adjusted or prorated upon the sale and purchase of a hotel property similar to the Properties (and direct and indirect equity interests in the owners thereof) shall be adjusted and prorated between Sellers and Purchaser accordingly. In the event complete information is not available or estimates have been utilized to calculate Prorations as of the Closing Date, any such Prorations shall be further adjusted between Sellers and Purchaser within one hundred and eighty (180) days after the Closing Date. Any adjustments to initial estimated Prorations which are required upon review of such complete information within such period shall be made by Sellers and Purchaser, with due diligence and cooperation, by prompt cash payment to the party entitled to a credit as a result of such adjustments. Any errors or adjustments in calculating the foregoing adjustments and Prorations shall be corrected or adjusted as soon as practicable within the one hundred and eighty (180) day period after the Closing. All such adjustments and prorations to be performed under this clause (b) shall be done on a net cash basis (e.g., prorations shall be made based on actual cash receipts after deducting commissions (credit cards or otherwise) or other payments that may be due to third parties). Notwithstanding anything to the contrary contained herein, the obligations and liabilities of the Parties (and the provisions) set forth under this clause (b) shall survive the Closing for one hundred eighty (180) days.
Other Adjustments and Prorations. All other items of income and expense as are customarily adjusted or prorated upon the sale and purchase of property similar to the Property shall be adjusted and prorated between Seller and Buyer accordingly. The Parties jointly shall prepare prior to Closing a closing statement (the “Closing Statement”), which shall set forth their best estimate of the amounts of the items to be adjusted and prorated under this Agreement. The Closing Statement shall be approved and executed by the Parties at Closing, and such adjustments and prorations shall be final with respect to the items set forth in the Closing Statement.
Other Adjustments and Prorations. All other items of income and expense as are customarily adjusted or prorated upon the sale and purchase of a hotel property similar to the hotel in the geographic market in which the hotel is located shall be adjusted and prorated between Seller and Purchaser accordingly. The agreements of Seller and Purchaser set forth in Section 6.3 and Section 6.4 shall survive the Closing.
Other Adjustments and Prorations. Seller and Purchaser shall cooperate after Closing to make a final determination of the prorations and adjustments required hereunder, and all other items of income and expense as are customarily prorated or adjusted upon the sale and purchase of a hotel property similar to the Property, as soon as reasonably practicable, but in no event later than one (1) year after the Closing Date (except with respect to any item which is not determinable within such time frame, as to which the time period shall be extended until promptly after such item is determinable). Upon the final reconciliation of the prorations and adjustments under this Section 11.2, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation thereof. It is the intent of the parties, subject to the provisions of Section 15.4.2 below, that all items herein which are subject to apportionment shall result in Seller receiving all of the economic benefits and burdens of the Hotel with respect to the period prior to the Closing Date, and Purchaser receiving all of the economic benefits and burdens of the Hotel with respect to the period from and after the Closing Date.
Other Adjustments and Prorations. Any real estate, personal property, and other taxes, utilities, rents, charges, license charges and other assessments that inure to the benefit of both Seller and Buyer, if any, shall be prorated at the Closing between Seller and Buyer based on the actual number of days applicable to pre-Closing and post-Closing use.
