Proration of Expenses. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties hereto that Seller shall operate for its own account the Acquired Business until the effective time of Closing and that Purchaser shall operate for its own account the Acquired Business, after the effective time of Closing. Thus, except as otherwise specifically provided in this Agreement, with respect to the Purchased Assets and Assumed Liabilities, items of expense, including without limitation non-owner occupation fees, payments of amounts due under service contracts, payments of rent, taxes, utilities and other amounts required to be paid by the tenant under leases, and all personal property taxes applicable to the personal property to be transferred hereunder, shall be prorated to the effective time of Closing. On or before the Closing Date, an estimated settlement or settlements of all such prorated items shall be made, which estimated settlement shall include reimbursement to Seller for any security deposits theretofore made pursuant to any lease which is assigned or is to be assigned hereunder, as well as any security deposits made or to be made by Seller in respect of other Purchased Assets or Assumed Liabilities, all of which security deposits shall be held, on and after the Closing Date, for the benefit of Purchaser. Such estimate shall include all computations made by Seller in determining such amounts, and all information used by Seller in connection with such computation. If, after reviewing the computations and such information, Purchaser believes that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate in good faith to determine an agreed upon amount. As soon as practicable after the Closing Date (but not later than 75 days thereafter, except as provided in Section 2.4(b)), the parties shall make a final settlement as to the items to be prorated under this Section 2.4. (bi Any dispute which may arise between Seller and Purchaser as to the calculation of any part of the proration shall be resolved by negotiations between Seller and Purchaser. If thirty (30) days after the Closing Date, the disputed issues have not been resolved, such unresolved issues shall be referred by the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator ...
Proration of Expenses. Except as otherwise expressly provided in this Agreement, all expenses associated with the Assets being conveyed to Buyer, including, but not limited to, taxes, rent, insurance premiums, and utility charges, shall be apportioned ratably between the parties as of the Closing Date on the basis of a 30-day month. This obligation to make apportionments shall survive the Closing.
Proration of Expenses. Seller and Buyer agree that in connection with entering into the Lease at Closing, there shall be no proration of utility charges or other expenses, whether accruing or payable prior to or after the Closing Date, and that all such utility charges and other expenses concerning the Property shall be borne by Tenant, as tenant under the Lease.
Proration of Expenses. All accrued expenses associated with the Leased Real Estate included in the Purchased Assets, such as rents and other charges under the Lease Agreement, electricity, gas, water, sewer, telephone, property taxes, security services and similar items, shall be prorated between Buyer and Seller as of the Closing Date. Buyer and Seller shall settle such amounts within 30 days after Closing.
Proration of Expenses. The parties further agree that the following obligations shall be prorated as follows:
(a) All utility charges incurred by Seller in the Businesses prior to the date of Closing shall be paid by Seller. The Buyer shall be responsible for the utility charges incurred by the Assets purchased by Buyer after the Effective Date.
(b) The Seller shall pay a prorata share of the personal property taxes for the Assets sold by the Seller to Buyer for all years prior to the Closing and a prorata share of all such taxes for 1997, prorated to the Effective Date, in accordance with the standards of practice in Grand Traverse County, Michigan. If the actual taxes for the current year are not known as of the Effective Date, the apportionment of taxes shall be upon the basis of taxes for the immediate preceding year, provided that, if taxes for the current year are thereafter determined to be more or less than the taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Buyer promptly shall adjust the proration of such taxes and Seller and/or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and as a covenant shall survive the Closing.
(c) The Seller shall pay all taxes, whether federal, state or local, assessed against the Assets or the Businesses for that period of time prior to the Effective Date, including any and all sales taxes, use taxes, unemployment compensation taxes or taxes arising out of the fact that Seller hired employees.
(d) The Seller shall pay all other costs or expenses arising out of the Assets or the Businesses prior to the Effective Date.
(e) The Buyer shall pay all sales taxes and/or use taxes, if any, charged as a result of the transfer of title of any and all Assets from the Seller to Buyer with respect to this transaction.
(f) The Buyer shall pay all costs or expenses arising out of the Assets or the use of the Assets by the Buyer after the Effective Date.
Proration of Expenses. Any costs associated with operating the Business in the ordinary course, including but not limited to payroll expenses and utility or similar charges, payable with respect to the period in which the Effective Time falls will be prorated based on the actual number of days applicable to the pre-Effective Time and post-Effective Time occupancy and use. The Seller will be liable for the prorated amount of all such expenses during the period through the Effectiv Time, and the Buyer will be liable for the prorated amount of all such expenses during the eriod after the E fec ive Time.
Proration of Expenses. All revenues and expenses arising from the conduct of the business and operation of the Station, including expenses under the Assumed Contracts, and similar prepaid and deferred items, shall be prorated between Buyer and Seller as of the Effective Time. Such prorations shall be based upon the principle that Seller shall be responsible for all liabilities and obligations incurred or accruing in connection with the operation of the Station until the Effective Time, and Buyer shall be responsible for such liabilities and obligations incurred by Buyer thereafter. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes, business and license fees, FCC regulatory fees, utility expenses, liabilities and obligations under the Assumed Contracts, rents and similar prepaid and deferred items, except taxes arising by reason of the transfer of the Station Assets as contemplated hereby, which shall be paid in accordance with Section 14.2. To the extent not known, real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment as soon as the new tax rate and valuation can be ascertained. Notwithstanding the foregoing, there shall be no adjustment for, and Seller shall remain solely liable with respect to any obligations or liabilities not being assumed by Buyer in accordance with Article 3 hereof.
Proration of Expenses. The parties further agree that the following obligations shall be prorated as follows:
Proration of Expenses. 25 8.3. BULK SALES...........................................................25 8.4.
Proration of Expenses. The following items of expense with respect to each portion or aspect of each Hotel shall be prorated between Sellers and Buyer as of the Closing Date:
(a) Periodic charges under Assumed Contracts (such as monthly rents or fixed periodic charges), but not charges made on a per-order or per-call basis.
(b) Utility charges (but excluding any utility deposits).
(c) Employee Liabilities for the pay period(s) during which Closing occurs, except to the extent that Sellers are required by applicable Law or otherwise elect to determine and themselves pay such liabilities accrued through the Day preceding Closing.
(d) All other Hotel operating expenses of a strictly periodic nature (and not based upon specific orders for goods or services). Notwithstanding any other provision of this Agreement to the contrary, no prorations shall be made or credit given for (A) capital costs, (B) purchase orders for any Inventory, and (C) except as expressly provided for elsewhere in this Section 8.2, Hotel operating expenses of a non-periodic nature, all of which shall be the responsibility of the Party incurring the cost or expense in question, regardless of when the goods or services in question are received. To the extent practicable, in lieu of prorating the charges for any metered utility service, Sellers shall arrange for the applicable utility to read the meter for each Hotel as early as possible on the Closing Date and to render a final xxxx to Sellers based on such reading.
