Proration of Expenses. Subject to the TBA and except as otherwise provided in this Agreement, the following items shall be pro-rated as of the Commencement Date of the TBA and paid, as between Seller, on the one hand, and Buyer, on the other hand, at the Closing (to the extent possible) in the manner provided for herein below:
2.6.1 All pre-paid expenses and deposits, and all expenses for which liability has accrued but whose payment is not yet due or paid as of the Commencement Date of the TBA, including but not limited to (i) such expenses in connection with the Station Agreements, (ii) rents and deposits, (iii) utility deposits and charges, including electricity, water and sewer charges, (iv) business and license fees, including any retroactive adjustments thereof, (v) property and equipment rentals, (vi) applicable copyright or other fees, (vii) sales and service charges, (viii) real and personal property taxes in connection with the Acquired Assets, (ix) operating expenses, (x) all wages and salaries, vacation pay, sick leave and other leave allowances, awards, bonuses, commissions, and other forms of employment compensation and benefits that have accrued in favor of (but that as of the Commencement Date of the TBA have not yet been paid or provided to), any employees of Seller who shall become employees of Buyer after the Closing, and (xi) similar prepaid and deferred items and all revenues arising from the operation of the Station, shall be pro-rated and adjusted between Buyer and Seller in accordance with the principle that Seller shall receive all revenues, and shall be responsible for all expenses, costs, and liabilities allocable to the conduct of the business or operations of the Station up to midnight on the Commencement Date of the TBA. Any credit to Seller for a pre-paid expense shall not exceed an amount commensurate with the value to Buyer of the pre-paid expense. All prorations shall be made in accordance with generally accepted accounting principles. Notwithstanding the foregoing, there shall be no adjustment for, and Seller shall remain solely liable with respect to, any contract other than the Station Agreements in Schedule 2.1.3 hereto, or any other obligation or liability not being assumed by Buyer.
2.6.2 At the conclusion of sixty (60) days from and after the Closing Date, a final adjustment shall be made of the items to be pro-rated between Buyer and Seller pursuant to Section 2.6.1.
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 the Tenant 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 Properties shall be borne by the 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. All accrued expenses associated with the Real Property included in the Purchased Assets, such as electricity, gas, water, sewer, telephone, property Taxes, security services and similar items, shall be prorated between Buyer and Seller as of the Closing Date (in accordance with local custom, in the case of real property taxes). Buyer and Seller shall settle such amounts on the Closing Date.
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. All real estate taxes, assessments (municipal or under a private association governing the Property) and impositions (collectively “Taxes”) concerning the Property shall be prorated on a calendar-year basis as of the Closing Date. If Closing occurs before the actual Taxes payable during such year are known, the apportionment of Taxes shall be upon the basis of Taxes for the Property payable during the immediately preceding year; provided, that, if the Taxes payable during the year in which Closing occurs are thereafter determined to be more or less than the Taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such Taxes, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed (as defined herein) delivered hereunder but shall survive the Closing. Notwithstanding the foregoing, and for avoidance of doubt, Buyer shall be responsible for all Taxes now owed, or hereafter accruing with respect to the Property for all periods following Closing.
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 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.