Proration Items Clause Samples

Proration Items. (a) At the Closing, the following adjustments and prorations shall be computed as of 12:01 a.m. (local time at each Property) on the Closing Date ("APPORTIONMENT TIME"). All items of revenue, cost and expense with respect to the period prior to the Apportionment Time shall be for the account of Seller. All revenues attributable to guests of the Hotels for the night prior to the Closing Date shall be for the account of Seller. All items of revenue, cost and expense of such Property with respect to the period from and after the Apportionment Time shall be for the account of Buyer or its designee. All adjustments and prorations shall be on an accrual basis in accordance with generally accepted accounting principles. Seller or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. Subsequent final adjustments and payments (the "TRUE-UP") shall be made in cash or other immediately available funds as soon as practicable after the Closing Date for the Property based upon an accounting performed by the Seller and acceptable to Buyer. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Paragraph 7.1 upon application by any such party, a certified public accountant reasonably acceptable to the parties hereto shall determine any such adjustments which have not theretofore been agreed to by the parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a result of the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment within thirty (30) days after the final determination thereof. The provisions of Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.

Proration Items. Except as otherwise noted, in each such proration set forth below, the portion thereof allocable to periods beginning as of the Closing Proration Time shall be credited to Buyer, or charged to Buyer, as applicable, and the portion thereof allocable to periods ending as of the Closing Proration Time shall be credited to Seller, or charged to Seller, as applicable, all of which prorations shall be made at Closing or, in the case of allocations to be made after Closing, upon receipt of such payments or payment of such expenses. The following items shall be prorated between Buyer and Seller or credited to Buyer or Seller:

Proration Items. Water and sewer charges, municipal garbage and rubbish removal charges and real estate taxes shall be prorated as of the Closing Date. Real estate taxes shall be prorated for the calendar year in which the Closing Date occurs based upon all real estate taxes levied or estimated to be levied against the Property in the fiscal year of such taxing body.

Proration Items. The following items shall be prorated between Seller and Buyer as of the Proration Date, and prorations favoring Buyer, to the extent determinable as of the Proration Date, shall reduce the Purchase Price payable by Buyer at the Closing, and such prorations favoring Seller, to the extent determinable as of the Proration Date, shall increase the Purchase Price payable by Buyer at the Closing.

Proration Items. (A) Real estate transfer taxes will be shared equally between Seller and Buyer; (B) real estate taxes will be prorated as of date of settlement; and (C) real estate taxes will be prorated on a calendar year basis for the calendar year of settlement based upon real estate taxes levied or estimated to be levied in that year by each taxing body without regard to the date of the levy or the fiscal year of the taxing body.

Proration Items. Except as otherwise noted below, in each such proration set forth below, the portion thereof allocable to periods beginning as of the Closing Proration Time shall be credited to Buyer, or charged to Buyer, as applicable, and the portion thereof allocable to periods ending as of the Closing Proration Time shall be credited to Seller, or charged to Seller, as applicable, all of which prorations shall be made at Closing or, in the case of allocations to be made after Closing, upon receipt of such payments or payment of such expenses.

Proration Items. Inasmuch as TA Operating will be leasing the New Properties and the Legacy Properties from subsidiaries of HPT on and after the Effective Date and TA Operating has leased the COFO Properties from subsidiaries of HPT prior to the Effective Date, all customary and usual prorations, including for ad valorem real estate taxes, personal property taxes, assessments or special assessments, water, gas, electric or other utilities, shall be made for the account of TA Operating as a seller or a buyer under this Agreement or as the tenant under the lease previously entered into, or being entered into, by TA Operating and subsidiaries of HPT.

Proration Items. The following items shall be prorated between Seller and Buyer as of the Proration Date.

Proration Items. Cash due at the Closing shall be adjusted for all revenue and expenses of the Project, whereby the portion thereof allocable to periods beginning as of the Closing Date shall be credited to the Joint Venture, or charged to the Joint Venture, as applicable, and the portion thereof allocable to periods ending on the day before the Closing Date shall be credited to the Contributors, or charged to the Contributors, as applicable, all of which prorations shall be made on the Closing Date or, in the case of allocations to be made after the Closing Date as more particularly provided below, upon receipt of such payments or payment of such expenses. TRT and Contributors agree to cause their accountants to prepare a proration schedule (the "Proration Schedule") of adjustments 10 Business Days prior to Closing. If there is a net amount due to the Joint Venture, the Contributors shall pay such amount directly to the Joint Venture on the Closing Date. If there is a net amount due to the Contributors, the Joint Venture shall pay such amount to the Contributors on the Closing Date. The following items shall be prorated between the Joint Venture and the Contributors or credited to the Joint Venture or the Contributors, and the provisions of this Section 7.1 shall survive Closing hereunder: