Post-Closing Allocations Sample Clauses
The Post-Closing Allocations clause defines how certain financial items or adjustments are to be allocated between the parties after the closing of a transaction. Typically, this clause outlines the process for reconciling items such as taxes, revenues, or expenses that relate to periods before and after the closing date, specifying timelines and methods for making these adjustments. Its core function is to ensure that each party bears the appropriate share of financial responsibilities and benefits, thereby preventing disputes and ensuring a fair allocation of post-closing financial matters.
Post-Closing Allocations. From and after the closing of the Merger, in the event that at any time or from time to time, one Party (or any member of such Party’s Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to the Reorganization Steps Plan, such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Before any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for such other Person. From and after the closing of the Merger, in the event that at any time or from time to time (whether prior to, at or after the Distribution Effective Time), one Party hereto (or any member of such Party’s Group) shall incur any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to the Reorganization Steps Plan, such Party shall be indemnified pursuant to Article IV by the Party responsible therefor.
Post-Closing Allocations. The Parties agree that, to the extent possible, Seller and Buyer shall each use commercially reasonable efforts to reach agreement on the allocated value of each class of the Assets in accordance with the Code. Seller and Buyer each shall file all tax returns and schedules thereto, including those returns and forms required by Section 1060 (if applicable) of the Code, consistent with any such agreed-upon allocations, unless otherwise required by applicable Legal Requirements. In the event the Parties do not reach agreement on such allocations, Seller and Buyer shall each reflect the Assets acquired by such Party on its books for tax reporting purposes in accordance with such Party’s own determination of such allocations.
Post-Closing Allocations. (a) All obligations of the Restaurant Entities including utilities, electricity, water and gas shall be prorated as between the Sellers and the Purchaser for the month in which the Closing occurs by allocating to the Sellers the amount of such obligation for such month multiplied by a fraction the numerator of which is the number of days in such month prior to the Closing Date, and the denominator of which is the number of days in the month in which the Closing occurs, and by allocating the balance to the Purchaser. The Sellers and the Purchaser shall settle such allocations by making the appropriate payments to each other (after taking into account all such allocations) within 90 days after the Closing Date.
(b) To the extent any additional rent is due, or any refund or reduction is owing to any Restaurant Entity or the Purchaser with respect to the current lease year pursuant to any Third Party Lease being transferred or assigned to the Purchaser in connection with the transactions set forth in this Agreement, the Sellers and the Purchaser shall allocate such additional rents, refunds and reductions between them for such year by allocating to the Sellers based upon the relative number of days during such lease year prior to the Closing Date over the number of days in such lease year and by allocating the balance to the Purchaser. The Sellers and the Purchaser shall settle such allocations by making appropriate payments to each other (after taking into account all allocations) within 180 days after the last such lease year.
Post-Closing Allocations. The Comcast Entities and the Adelphia Entities will each use commercially reasonable efforts to reach agreement on the allocated value of each class of the Comcast Assets and the Adelphia Assets. Each of the Comcast Entities and the Adelphia Entities will file all tax returns and schedules thereto, including those returns and forms required by Section 1031 or 1060 of the Code, consistent with any such agreed-upon allocations, unless otherwise required by applicable Legal Requirements. In the event the parties do not reach agreement on such allocations, the Comcast Entities and the Adelphia Entities will each reflect the Assets acquired by such party on its books for tax reporting purposes in accordance with such party's own determination of such allocations.