Prorations and Other Adjustments. (a) All revenues and expenses arising from the business and operations of the Businesses, including without limitation business and license fees (and any retroactive adjustments thereof), utility charges, property and equipment rentals, real and personal property Taxes and assessments, and similar prepaid and deferred items shall be prorated between the Buyer and the Sellers in accordance with the principle that the Sellers shall receive all revenues and all refunds and shall be responsible for all expenses, payables, costs, liabilities and obligations allocable to the conduct and operations of the Businesses for the period on or prior to the Closing Date, and the Buyer shall receive all revenues and be responsible for all expenses, payables, costs, liabilities and obligations allocable to the conduct and operations of the Businesses for the period after the Closing Date; provided, however, that the parties shall allocate any real property Tax in accordance with Section 164(d)
Prorations and Other Adjustments. To the extent not otherwise prorated or adjusted pursuant to this Agreement, the Parties shall prorate between Seller and Buyer, as of the Closing on the basis of a three hundred sixty-five (365) day year and the actual number of days elapsed to (but not including) the Closing Date, those items set forth on Schedule 8.2. Seller shall have a period of ninety (90) days following the Closing to provide Buyer with a final reconciliation. If the final reconciliation shows that Buyer or Seller owes the other additional sums, the Party owning such sums shall pay such amount to the other Party within ten (10) days after Buyer’s receipt of the final reconciliation. If the amount of any proration cannot be determined at the Closing, the adjustments will be made at the Closing based on the best available information and then re-prorated between the Parties in accordance with the final reconciliation provided above.
Prorations and Other Adjustments. The parties shall prorate the following items between Buyer and Seller as of 11:59 P.M. on the day preceding the Closing Date, except that should the Closing Date occur on the last day of any month, the items are to be prorated as of 11:59 P.M. on the Closing Date. Escrow Holder shall provide to Buyer a tentative proration schedule at least three (3) days prior to the expected Closing Date. Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes and the parties shall attempt in good faith to reconcile any differences not later than one (1) day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the parties shall be referred to therein as the “Closing Statement.” If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either party shall be entitled to an adjustment to correct the same (such notice to specify in reasonable detail the items within the Closing Statement that such party desires to adjust and the reasons for such adjustment); provided, however, that any adjustment shall be made, if at all, within one hundred and eighty (180) days after the Closing Date (the “Adjustment Deadline”). Following the Adjustment Deadline, the prorations at Closing (subject to any Proration Adjustment submitted as set forth above) shall be deemed final and each party waives any rights or claims with regard to any adjustment thereof following the Adjustment Deadline. The calculations set forth in the proration schedule and the actual prorations shall be made in accordance with the following provisions:
Prorations and Other Adjustments. (a) Prorations. Appropriate adjustments to the Purchase Price and the portion thereof payable under Section 3.1.1 shall be made on a prorata basis as of the Closing Date to the extent reasonably possible for all prepaid expenses, accrued expenses and prepaid revenue, all as determined in accordance with generally accepted accounting principles, to reflect the principle that all expenses arising out of and all income attributable to the CATV System for the period prior to 11:59 p.m. local time on the Closing Date are for the account of Seller, and that all expenses arising out of and all income attributable to the CATV System for the period after 11:59 p.m. local time on the Closing Date are for the account of Buyer. All overlapping items of income or expense, including without limitation the following, shall be prorated or reimbursed, as the case may be, as of 11:59 p.m. local time on the Closing Date:
Prorations and Other Adjustments. The items in subparagraphs (a) through (g) of this Section 9.2, and other customary items of income and expense, except as expressly provided below, shall be prorated as of 12:01 a.m. local time on the Closing Date (the “Proration Time”). Each item shall be calculated and prorated on a building-by-building basis, with each item being allocated to (and only to) either the Geneva Property or the Paris Specific Property. If any item cannot reasonably be allocated either to the Geneva Property or the Paris Specific Property, then such item shall be allocated for purposes of this Agreement in accordance with the Geneva Allocation (to the Geneva Property) and the Paris Allocation (to the Paris Specific Property). If there is a credit to Vornado (i.e., a debit to the Contributing Partners) as a result of the net aggregate prorations, then the amount of such credit shall not be paid, but shall reduce the consideration to the Contributing Partners pursuant to Section 1.5(b)(i)(v) (if such credit is calculated with respect to the Geneva Property) or Section 1.5(c)(i)(v) (if such credit is calculated with respect to the Paris Specific Property). If there is a debit to Vornado (i.e., a credit to the Contributing Partners) as a result of the net aggregate prorations, then the amount of such debit shall not be paid, but shall increase the consideration to the Contributing Partners pursuant to Section 1.5(b)(i)(v) (if such debit is calculated with respect to the Geneva Property) or Section 1.5(c)(i)(v) (if such debit is calculated with respect to the Paris Specific Property).
Prorations and Other Adjustments. The parties shall prorate the following items between Buyer and Seller as of 12:01 A.M. on the Closing Date. Seller and Buyer shall reasonably cooperate in the preparation of prorations and other matters so that Escrow Holder can, and Escrow Holder shall, provide to Seller and Buyer a tentative closing statement, including a proration schedule, at least three (3) days prior to the scheduled Closing Date. Seller shall be entitled to all income produced from the operation of the Project which is allocable to the period prior to Closing and Seller shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and, as between Seller and Buyer solely with regard to Service Contracts or other obligations accepted and expressly assumed by Buyer at Closing, Buyer shall be responsible for all expenses allocable to the period beginning at 12:01 A.M. on the day Closing occurs. At the Closing, all items of income and expense listed below with respect to the Project shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereafter:
Prorations and Other Adjustments. 13 6.6.1 Items of Expense........................................................13 6.6.2 Remittance Between Parties..............................................14 6.7 Possession..........................................................................14 6.8 Seller's Closing Costs..............................................................14 6.9 Buyer's Closing Costs...............................................................14 7. WARRANTIES.....................................................................................14 7.1 Representations and Warranties of Seller............................................14 7.1.1 Access; Adjacent Development............................................15 (ii)
Prorations and Other Adjustments. The parties shall prorate the following items between Buyer and Seller as of 11:59 P.M. on the day preceding the Closing Date. Seller shall provide to Buyer a tentative proration schedule at least five (5) days prior to the expected Closing Date, together with all supporting documentation necessary for the Buyer to evaluate the appropriateness of the prorations as calculated. The calculations set forth in the proration schedule and the actual prorations shall be made in accordance with the following provisions.
Prorations and Other Adjustments. (a) All revenues and expenses arising from the business and operations of the Businesses, including without limitation business and license fees (and any retroactive adjustments thereof), utility charges, property and equipment rentals, real and personal property Taxes and assessments, and similar prepaid and deferred items shall be prorated between the Buyer and the Sellers in accordance with the principle that the Sellers shall receive all revenues and all refunds and shall be responsible for all expenses, payables, costs, liabilities and obligations allocable to the conduct and operations of the Businesses for the period on or prior to the Closing Date, and the Buyer shall receive all revenues and be responsible for all expenses, payables, costs, liabilities and obligations allocable to the conduct and operations of the Businesses for the period after the Closing Date; provided, however, that the parties shall allocate any real property Tax in accordance with Section 164(d) of the Code. The Buyer and the Sellers shall deliver a statement setting forth such prorations at the time of making any such proration payment. Notwithstanding the foregoing, there shall be no proration with regard to, and the Sellers shall remain solely liable with respect to, any Excluded Liabilities and any assets not included in the Purchased Property.
Prorations and Other Adjustments
