Proration of Income and Expenses. Except as otherwise provided in this Agreement, all proceeds (including proceeds held in suspense or escrow), receipts, credits, and income attributable to the Assets for all periods of time prior to the Effective Time shall belong to Seller, and all proceeds, receipts, credits, and income attributable to the Assets for all periods of time from and after the Effective Time shall belong to Buyer. Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the Assets for periods of time prior to the Effective Time shall be the obligation of Seller, and Seller shall promptly pay, or if paid by Buyer, promptly reimburse Buyer for and hold Buyer harmless from and against same. Except as otherwise provided in this Agreement, all costs, expenses, disbursements and obligations attributable to the Assets for periods of time from and after the Effective Time shall be the obligation of Buyer, and Buyer shall promptly pay, or if paid by Seller Group, promptly reimburse Seller for and hold Seller Group harmless from and against same, provided, however, for the avoidance of doubt, that income, franchise, and similar Taxes of Seller shall not be borne by Buyer.
Proration of Income and Expenses. 3.3.1 Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Liabilities and arising from the conduct of the business and operations of the Station shall be prorated between Buyers and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. Eastern Standard time, on the Closing Date. Such prorations shall include, without limitation, all ad valorem, property taxes and other governmental charges on the Station Assets (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.2), business and license fees, frequency discounts, music and other license fees (including any retroactive adjustments thereof, which retroactive adjustments shall not be subject to the ninety-day limitation set forth in Section 3.3.2), utility expenses, amounts due or to become due under Contracts, rents and similar prepaid and deferred items.
3.3.2 Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days after the Closing Date.
3.3.3 In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided in Section 3.3.2 and such disputes shall be determined by Pricewaterhouse Coopers L.L.P. (the "Independent Auditor"), whose decision shall be final and binding on the parties, and the fees and expenses of which shall be paid one-half by Seller and one-half by Buyers in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in dispute between the parties). Within five business da...
Proration of Income and Expenses. (a) The following items shall be adjusted or prorated between the Seller and the Purchaser on the Closing Date (unless for those items which the Purchaser would receive a credit, the Seller has arranged to pay such invoices or charges to and including the Closing Date):
(i) Real estate, ad valorem and similar taxes (including assessments) for the then current tax year relating to the Project shall be prorated to the Closing Date. If the Closing occurs before the tax rate is fixed for the then current tax year, the apportionment of taxes shall be made on the basis of the last ascertainable tax xxxx for the preceding tax year, and when the taxes are fixed for the tax year in which the Closing occurs, the Seller and the Purchaser hereby agree to adjust the proration of taxes and, if necessary, to refund or pay such sums to the other party as shall be necessary to effect such adjustment;
(ii) Special Assessments against the Project due for the calendar year in which the Closing Date occurs;
(iii) Wages, vacation pay and other benefits of all persons employed by the Seller in the operation of the Project whose employment will not be terminated as of the Closing Date;
(iv) Fuel and other supplies stored at the Project;
(v) Any permit or other fees relating to the Project payable on a continuing basis;
(vi) Fees payable under the Service Contracts;
(vii) The fees of the Trustee, the Issuer, and any other third parties due under the Financing Documents in the ordinary course of the transactions contemplated by those documents and not the transactions contemplated by this Agreement;
(viii) Utility charges and deposits with utility companies; and
(ix) All other operating charges of, or other proratable items relating to, the Project.
(b) The Purchaser shall receive a credit against the Purchase Price equal to the aggregate amount of rentals or other income of the Project, including, but not limited to, utility charges, tenant reimbursements, and other similar amounts payable to the Seller as the owner of the Project previously collected by the Seller which, as of the Closing Date, represent advance payments attributable to periods after the Closing Date.
(c) Any rental or other income, including, but not limited to, utility charges, tenant reimbursements, and other amounts payable to the Seller as the owner of the Project which are payable for periods prior to the Closing Date but which, as of the Closing Date, have not been received by the Seller, whether because s...
Proration of Income and Expenses. Except as otherwise provided in this Agreement, all proceeds (including proceeds held in suspense or escrow), receipts, credits, and income attributable to the sale of Hydrocarbons produced prior to the Effective Time which are not held in storage above the pipeline connection as of the Effective Time shall belong to Seller, and all proceeds, receipts, credits, and income attributable to the sale of Hydrocarbons produced on or after the Effective Time or which are held in storage above the pipeline connection as of the Effective Time shall belong to Buyer. Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the Assets for periods of time prior to the Effective Time which are not reflected as an adjustment to the Base Purchase Price shall be the obligation of Seller, and Seller shall promptly pay, or if paid by Buyer, promptly reimburse Buyer for and hold Buyer harmless from and against same. Except as otherwise provided in this Agreement, all costs, expenses, disbursements and obligations attributable to the Assets for periods of time from and after the Effective Time which are not reflected as an adjustment to the Base Purchase Price, shall be the obligation of Buyer, and Buyer shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same, provided, however, for the avoidance of doubt, that income, franchise, and similar Taxes of Seller shall not be borne by Buyer.
Proration of Income and Expenses. Except as otherwise provided herein or in the LMA, all income and expenses arising from the conduct of the business and operations of the Station shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m., Eastern time, on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all AD VALOREM and other property taxes (but excluding taxes arising by reason of the transfer of Station Assets as contemplated hereby, which shall be paid as set forth in Section 10.5 of this Agreement), business and license fees, music and other license fees (including any retroactive adjustments thereof, which retroactive adjustments shall not be subject to the ninety day limitation set forth in Section 1.5(a)), wages and salaries of employees hired by Buyer, including accruals up to the Closing Date for bonuses, commissions, vacation and sick pay, and related payroll taxes, utility expenses, time sales agreements, rents and similar prepaid deferred items attributable to the ownership and operation of the Station.
Proration of Income and Expenses. 3.1.1 Except as otherwise provided herein, all income and expenses arising from the conduct of the business and operations of the SFX Station and the CBS Stations shall be prorated between CBS and SFX in accordance with generally accepted accounting principles as of the Closing Date. Such prorations shall include all real estate and other property taxes (but excluding taxes arising by reason of the transfer of the SFX Station Assets and CBS Stations Assets (collectively referred to as the "Station Assets") as contemplated hereby, which, shall be paid as set forth in Article 13), business and license fees, music and other license fees, wages and salaries of employees, including accruals up to the Closing Date for bonuses, commissions, sick pay and similar prepaid and deferred items (but excluding vacation which shall be governed by Sections 8.2.3 and 9.2.3) attributable to the ownership and operation of the SFX Station and the CBS Stations (collectively referred to as the "Stations").
3.1.2 The prorations and adjustments contemplated by this Section, to the extent practicable, shall be made on the Closing Date and the party owing any net amount hereunder shall pay such amount to the other party on such date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date.
3.1.3 In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided in Section 3.1.2 and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by SFX and one-half by CBS.
Proration of Income and Expenses. At Closing, all prorations shall occur in accordance with the following:
(a) All income and expenses arising from the operations of the Station shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m., local time, on the date immediately preceding the Closing Date. Seller shall be responsible for all liabilities and obligations incurred or accrued in connection with the operation of the Station through 11:59 p.m., local time, of the date immediately preceding the Closing Date, and Buyer shall be responsible for all such liabilities and obligations incurred or accruing thereafter. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Assets as contemplated hereby, which shall be paid as set forth in Section 10.1 of this Agreement), business and license fees, music and other license fees (including any retroactive adjustments thereof), insurance, utility expenses, telephone expenses, liabilities and obligations under all Assumed Contracts, time sales agreements, rents and similar prepaid and deferred items and all other income and expenses attributable to the ownership and operation of the Station. 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.
(b) Ten (10) days prior to the Closing Date, Seller shall prepare and deliver to Buyer, a statement of income and expense (the “Preliminary Closing Proration Statement”), setting forth the adjustment to the Purchase Price determined in accordance with Section 3.1 and prorations determined in accordance with this Section 3.4. The Preliminary Closing Proration Statement shall be prepared in a form that sets forth the amounts due to or from Buyer or Seller, as the case may be. Upon receipt of the Preliminary Closing Proration Statement, Buyer and its accountants shall have the right to examine, at Buyer’s expense, the Preliminary Closing Proration Statement and all work papers, schedules, and other books and records used in the preparation of such Preliminary Closing Proration Statement, and to make reasonable inquiry of Seller and its accountants. If Buyer objects to the Preliminary Closing Proration Statement, it shall so advise Seller, and Seller and Buyer shall each use their best efforts to resolve their difference...
Proration of Income and Expenses. Subject to the provisions of the LMA, all income and revenues arising from the Seller's operations of the Station up to and including 11:59 p.m. (the "Cut-Off Time") of the day prior to the Commencement Date, and all costs and expenses arising from the operations of the Station up to and including 11:59 p.m. of the operations of the day prior to the Commencement Date, will be prorated between Buyer and Seller so that Seller (a)shall be entitled to receive all income and revenues and all refunds, and (b)shall be responsible for all expenses, costs, liabilities and obligations allocable to the conduct of the business and the operation of the Station for the period prior to the Cut-Off Time; and Buyer (x)shall be entitled to receive all income and revenues and all refunds and (y)shall be responsible for all expenses, costs, liabilities and obligations allocable to the conduct of the business and the operation of the Station for the period after the Cut-Off Time. All income and revenues and costs and expenses arising from the conduct of the business and operation of the Station shall be allocated to the period during which the service to which such income and revenue is attributable was performed. Items to be apportioned pursuant to this paragraph shall include the following:
(i) all personal property taxes, real estate taxes, water taxes, ad valorem, and other property taxes or assessments on or with respect to the assets and property interests to be transferred or assigned to Buyer hereunder;
(ii) business and license fees including any FCC Regulatory Fees (and any retroactive adjustments thereof), music license fees, commissions, wages, salaries and benefits of employees (including accruals up to the Cut-Off Time for insurance premiums, bonuses, commissions, sick pay, vacation and severance pay and the like and related payroll taxes) and similarly prepaid and deferred items;
(iii) liabilities and obligations under all Broadcast Agreements and any negative balances under the Trade Agreements to be assigned and assumed hereunder;
(iv) sewer rents and charges for water, electricity and other utility expenses and fuel;
(v) personal property and equipment rentals, applicable copyright or other fees, sales and other charges; and
(vi) rents, additional rents and similar prepaid and deferred items, taxes and other items payable under any lease, contract, commitment or other agreement or arrangement to be assigned and assumed hereunder and all other income and expen...
Proration of Income and Expenses. Except as otherwise provided in this Agreement, all proceeds (including proceeds held in suspense or escrow), receipts, credits, and income attributable to the Assets for all production periods prior to the Effective Time shall belong to Seller, and all proceeds, receipts, credits, and income attributable to the Assets for all production periods from and after the Effective Time shall belong to Buyer. Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the Assets for all production periods prior to the Effective Time shall be the obligation of Seller, and Seller shall promptly pay, or if paid by Buyer, promptly reimburse Buyer for and hold Buyer harmless from and against same. Except as otherwise provided in this Agreement, all costs, expenses, disbursements and obligations attributable to the Assets for all production periods from and after the Effective Time shall be the obligation of Buyer, and Buyer shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.
Proration of Income and Expenses. Except as otherwise provided in this Agreement, all proceeds (including proceeds held in suspense or escrow), receipts, credits, and income attributable to the Assets for all periods of time prior to the Effective Time shall belong to Sellers, and all proceeds, receipts, credits, and income attributable to the Assets for all periods of time from and after the Effective Time shall belong to Buyer. Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the Assets for periods of time prior to the Effective Time, and with respect to the VR 272 Repair Costs before or after the Effective Time but prior to Closing, shall be the obligation of Sellers, and Sellers shall promptly pay, or if paid by Buyer, promptly reimburse Buyer for and hold Buyer harmless from and against same. Except as otherwise provided in this Agreement (including, without limitation, Sellers’ retention of responsibility for the VR 272 Repair Costs), all costs, expenses, disbursements and obligations attributable to the Assets for periods of time from and after the Effective Time shall be the obligation of Buyer, and Buyer shall promptly pay, or if paid by Sellers, promptly reimburse Sellers for and hold Sellers harmless from and against same.
