PRORATION AMOUNT Clause Samples
PRORATION AMOUNT. 2.7.1. Subject to the terms and conditions of Section 2.7.2, at least five (5) days prior to the Closing Date for the Stations, Seller shall make a good faith estimate of the adjustments to the Base Purchase Price customary in radio broadcast station transactions for Proration Items (the "Proration Amount") to reflect that all Proration Items of the Stations shall be apportioned between Buyer and Seller in accordance with the principle that Seller shall receive the benefit of all revenues, refunds, deposits (other than deposits for Program Contracts which shall be prorated based on the percentage of the term that the program was aired on the Stations before the Closing Date and the percentage available to be aired on and after the Closing Date) and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses or operations of the Stations for the period prior to the Closing Date, and Buyer shall receive the benefit of all revenues, refunds, deposits and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses or operations of the Stations from and after the Closing Date; provided, however, that there shall be no adjustment or proration for any negative or positive net trade balance except to the extent that the negative trade balance (i.e., the amount by which the value of goods or services to be received is less than the value of any advertising time remaining to be run) for all of the Stations exceeds $50,000 as of the Closing Date. Determinations pursuant to this Section 2.7.1 shall be made in accordance with generally accepted accounting principles consistently applied for the period prior to the Closing Date.
2.7.2. Notwithstanding anything to the contrary contained in Section 2.7.1 and to the extent consistent with Section 2.6.5, if Seller shall have received the Preliminary Payment, then the Proration Amount for the Stations shall be determined under Section 2.7.1 on the Closing Date (or the closing date of an Account Sale, if applicable) in accordance with the principle that Seller shall receive the benefit of all revenues, refunds, deposits (other than deposits for Program Contracts which shall be prorated based on the percentage of the term that the film or program was aired on the Stations before the Preliminary Payment Date and the percentage available to be aired on and after the Preliminary Payment Date) and pre...
PRORATION AMOUNT. As used herein, means the net amount of the credit (or debit) to Assignor as a result of the allocation of income and expenses to the "Old Partnership" (as such term is hereinafter defined) by reason of the prorations hereinafter provided for.
PRORATION AMOUNT. (a) The expenses attributable to the operation of the Business prior to the Closing Date shall be for the account of Seller and thereafter such expenses as are assumed hereunder or incurred thereafter shall be for the account of Buyer. Accordingly, at least three (3) business days prior to the Closing Date, Seller shall make a good faith estimate (the "ESTIMATED PRORATION AMOUNT") of the net amount (the "PRORATION AMOUNT") to be added to or subtracted from the Purchase Price to prorate such income and expenses pursuant to the following principles and procedures:
(i) Expenses relating to the Business, including, but not limited to, utility charges, rent, music license fees, wages and salaries of employees (including accrued bonuses, personal holidays, holiday pay, commissions, vacation and sick pay), ad valorem taxes, payroll taxes, FCC annual regulatory fees, and state and local taxes (not including income taxes), shall be prorated as of 11:59 p.m. on the day before the Closing Date such that Seller is responsible for expenses up to that time (and Buyer shall be entitled to a debit to the Proration Amount with respect to such expenses which are not paid by Seller) and Buyer is responsible for expenses after that time.
(ii) Seller shall be responsible for the payment in respect of all supplies or inventory received by Seller prior to the Closing Date (and Buyer shall be entitled to a debit to the Proration Amount with respect to such payments which are not made by Seller), and Buyer shall be responsible for the payment in respect of all supplies or inventory received thereafter under any Assumed Contract.
(iii) Buyer shall be entitled to a debit to the Proration Amount in the amount by which, as of 11:59 p.m. of the day before the Closing Date, the net aggregate amount due under Trade-Out Agreements exceeds the net aggregate amount of benefits to be received by Buyer on or after the Closing Date under such Trade-Out Agreements.
(b) Within ninety (90) days after the Closing Date, Seller will cause to be prepared and delivered to Buyer in writing and in reasonable detail a determination of the Proration Amount as of the Closing Date (the "FINAL PRORATION AMOUNT") by KPMG Peat Marwick, LLP or its successor firm. Buyer shall have the right to review the computations and workpapers used in connection with the determination of the Final Proration Amount. If Buyer disagrees with the calculation of Final Proration Amount, Buyer may, within 45 days after notice of t...
PRORATION AMOUNT. As provided in Section 2.8, the amount by which Transferee’s account is to be credited or charged, as reflected on the Proration List(s).
PRORATION AMOUNT. The amount of any adjustments or prorations to be paid by Buyer determined in accordance with Section 2.4(b) by wire transfer of immediately available funds; and
PRORATION AMOUNT. As used herein, means the net amount of the credit (or debit) to (or from) Carlyle as a result of the allocation of income and expenses to the "Old Partnership" (as such term is hereinafter defined) by reason of the prorations hereinafter provided for.
PRORATION AMOUNT. To the extent not otherwise adjusted for in the determination of the Net Working Capital, at least three (3) days prior to the Closing Date, Sellers shall make a good faith estimate of the adjustment to the Purchase Price customary in radio broadcast station transactions for Proration Items (the "Proration Amount") to reflect that all Proration Items of the Stations shall be apportioned between Buyer and Sellers so that all such Proration Items attributable to the business and operation of the Stations for the period prior to the Closing Date are for the account of Sellers and for the period on and after the Closing Date are for the account of Buyer. After the Closing Date, the Proration Amount shall be finally determined in accordance with the provisions for final determination of the Net Working Capital set forth in SECTION 2.6.2 and all disagreements regarding the Proration Amount shall be negotiated in good faith by Buyer and Sellers and otherwise settled in accordance with the provisions for the resolution for disagreements regarding the Final Net Working Capital set forth in SECTION 2.