Reproration after Closing Sample Clauses

Reproration after Closing. The provisions of Paragraph 7.1, this Paragraph 7.3 and Paragraphs 7.4 and 7.5 below shall survive the Closing (and not be merged therein). If the actual amounts of any of the aforesaid proration items are unavailable as of the Closing Date, then such proration shall be made on the basis of an amount reasonably estimated by Investor and Existing Members at Closing and Investor and Existing Members shall thereupon reprorate such items at such times as the exact amounts for such proration items become available (but such prorations will be made within one (1) year after the Closing Date or upon such earlier date as the exact amounts for such proration become available); provided however, that no reproration adjustment shall be made if the net amount due is $1,000 or less, and provided that any request is delivered to the party from whom payment is requested on or before one (1) year after Closing. In order to enable Existing Members and Investor to determine whether any such delayed adjustment is necessary, the Company shall provide to Existing Members and Investor current operating and financial statements for the Hotel no later than six (6) months after Closing. Notwithstanding anything to the contrary in this Paragraph 7.3, Investor’s right to indemnification for Pre-Closing Tax Liabilities shall not be subject to or prejudiced by the limitations on reproration set forth in this Paragraph 7.3.
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Reproration after Closing. The provisions of Section 6 shall survive the Closing. If the actual amounts of any of the aforesaid proration items are unavailable as of the Closing Date, then such proration shall be made on the basis of an amount reasonably estimated by Strategic and the Existing Partners at Closing and Strategic and the Existing Partners shall thereupon reprorate such items at such times as the exact amounts for such proration items become available. If an amount is owed to the Pre-Amendment Partnership as a result of such reproration adjustment, eighty-five percent (85%) of such amount shall be payable by Strategic to the Existing Partners. If an amount is owed to the Post-Amendment Partnership as a result of such reproration adjustment, eighty-five percent (85%) of such amount shall be payable by the Existing Partners to Strategic. Alternatively, Strategic, the Existing Partners and Management LLC may give effect to this provision by adjustments to the Capital Account(s) of the applicable party(ies) in accordance with the provisions of the Partnership Agreement provided it has the same economic effect.
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Reproration after Closing. In the event that the actual amounts of any of the aforesaid proration items are unavailable as of such Residence Closing Date, then such proration shall be made on the basis of an amount reasonably estimated by Purchaser and Seller at such Residence Closing and Purchaser and Seller shall thereupon re-prorate such items at such times as the exact amounts for such items become available.
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Reproration after Closing. The provisions of Paragraph 7 shall survive the Closing. If the actual amounts of any of the aforesaid proration items are unavailable as of the Closing Date, then such proration shall be made on the basis of an amount reasonably estimated by Buyer and Seller at Closing and Buyer and Seller shall thereupon reprorate such items at such times as the exact amounts for such proration items become available (but such prorations will be made within forty-five (45) days after the Closing Date or upon such later date as the exact amounts for such proration become available); provided however, that no reproration adjustment shall be made if the net amount due is $1,000 or less, and provided that any request is delivered to the party from whom payment is requested on or before one (1) year after Closing. In order to enable Seller to determine whether any such delayed adjustment is necessary, Buyer shall authorize Manager to provide to Seller current operating and financial statements for the Property no later than one (1) month after Closing.
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Reproration after Closing. The provisions of Section 7 shall survive the Closing. If the actual amounts of any of the aforesaid proration items are unavailable as of the Closing Date, then such proration shall be made on the basis of an amount reasonably estimated by Buyer and Seller at Closing and Buyer and Seller shall thereupon reprorate such items at such times as the exact amounts for such proration items become available and/or if any errors are discovered on the Closing Statement then the applicable amounts shall be adjusted between Seller and Buyer upon the request of either of them (but all such prorations will be made within one hundred eighty (180) days after the Closing Date or upon such earlier date as the exact amounts for such proration become available or such error is discovered); provided, however, that no reproration adjustment or correction shall be made if the net amount due is $100 or less, and provided that any request is delivered to the party from whom payment is requested within one hundred eighty (180) days after the Closing Date. In order to enable Seller to determine whether any such delayed adjustment is necessary, Buyer shall provide to Seller current operating and financial statements (or such excerpts thereof as are sufficient to provide the information necessary for the determination of such adjustments) for the Property upon request by Seller.
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Reproration after Closing. The provisions of this Paragraph shall survive the Closing. In the event that the actual amounts of any of the aforesaid proration items are unavailable as of the Closing Date, then such proration shall be made on the basis of an amount reasonably estimated by Buyer and Seller at Closing and Buyer and Seller shall thereupon reprorate such items at such times as the exact amounts for such proration items become available (but such prorations will be made within one year after the Closing Date or upon such earlier date as the exact amounts for such proration become available); provided however, that no reproration adjustment shall be made if the net amount due is $100 or less.
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Reproration after Closing. The provisions of Paragraph 7 shall survive the Closing. If the actual amounts of any of the aforesaid proration items are unavailable as of the Closing Date, then such proration shall be made on the basis of an amount reasonably estimated by Buyer and Seller at Closing and Buyer and Seller shall thereupon reprorate such items at such times as the exact amounts for such proration items become available (but such prorations will be made within six (6) months after the Closing Date or upon such earlier date as the exact amounts for such proration become available); provided however, that no reproration adjustment shall be made if the net amount due is $1,000 or less, and provided that any request is delivered to the party from whom payment is requested on or before six (6) months after Closing. In order to enable Seller to determine whether any such delayed adjustment is necessary, Buyer shall provide or cause to be provided to Seller current operating and financial statements for the Property no later than three (3) months after Closing. Notwithstanding anything contained in this Paragraph 7.3 to the contrary, Paragraph 5.5 of this Agreement shall control with respect to the apportionment between Seller and Buyer and the payment of any applicable refunds and/or credits resulting from the final resolution of any tax appeal with respect to the Closing Tax Year, and the parties acknowledge and agree that the one-year proration time limit set forth in this Paragraph 7.3 shall not apply to any such apportionments pursuant to Paragraph 5.5.
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Reproration after Closing. All other charges and fees customarily prorated and adjusted in similar commercial transactions shall be prorated as of the Closing Date and thereafter assumed by Buyer. If accurate pro rations and other adjustments cannot be made at Closing because current bills or statements are not obtainable (as, for example, utility and real property tax bills), the parties shall prorate on the best available information (which, in the case of real property taxes, shall mean the most recent real property tax xxxx), subject to adjustment on receipt of the final xxxx or statement. Both Seller and Buyer shall use their diligent, reasonable, and good faith efforts to resolve such post-Closing pro rations and other adjustments as expeditiously as possible; provided, however, that this provision shall survive Closing for a period of one hundred twenty (120) days, except in the case of the adjustment of the real estate taxes, in which case this provision shall survive for sixty (60) days after the parties receive the pertinent final real estate tax xxxx(s). In the event the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., “escape assessment” or “roll-back taxes”) based upon the change in land usage or ownership of the Property resulting from or after the consummation of the transactions described in this Contract, as between Buyer and Seller, Buyer hereby agrees to pay all such taxes, if any, and to indemnify and save Seller harmless from and against all claims and liability for such taxes. Such indemnity shall survive the Closing.
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Related to Reproration after Closing

  • Cooperation After Closing From and after the Closing Date, each of the parties hereto shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

  • Final Adjustment After Closing If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice. All such rights and obligations shall survive the Closing.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Obligations After Closing After the Closing, Purchaser, on the one hand, and Seller, on the other hand, shall not, directly or indirectly, disclose, or permit any of its Entity Representatives to disclose, to any third party the terms and conditions of this Agreement or the Contemplated Transactions (including all or any portion of the Purchase Price) (collectively, “Confidential Information”) without the written consent of the other Parties; provided, however, that this Section 10.13(b) shall not prevent disclosure by a Party: (i) pursuant to Section 10.13(c) or Section 10.14; (ii) of information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement (including Section 10.14) or any other confidentiality agreement to which such Party is a party or of which it has actual knowledge), as evidenced by generally available documents or publications; (iii) to the extent disclosure is necessary or advisable, to its Affiliates or to such Party’s or any such Affiliate’s Entity Representatives for the purpose of performing their respective obligations under this Agreement; (iv) to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by such Party or its Affiliates, to the extent disclosure is necessary or advisable to obtain financing; (v) to one or more potential purchasers of the Acquired Assets; (vi) to Governmental Authorities to the extent necessary to comply with its obligations under this Agreement and Law with respect to the HSR Act; (vii) as required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates; or (viii) to the extent necessary, to enforce this Agreement; provided, however, that in each case of disclosure under clauses (iii), (iv), or (v), the Persons to whom disclosure is made agree to be bound by this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.

  • Mail Received After Closing Following the Closing, Apple may receive and open all mail addressed to the Seller that Apple believes relates to the Business and, to the extent that such mail and the contents thereof relate to the Business or the Acquired Assets, deal with the contents thereof in its discretion, and to the extent that it does not relate thereto, shall promptly deliver same to Seller.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Deliveries by Buyer at Closing At the Closing, Buyer shall deliver to Seller:

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Survival After Termination The agreement to arbitrate will survive the termination of this Agreement.

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