Adjustment for Prorations and Closing Costs Sample Clauses

Adjustment for Prorations and Closing Costs. On the Closing Date, Transferee shall receive as a credit against the Contribution Value, or Transferor shall receive an amount in addition to the Contribution Value, as applicable, the amounts necessary to effectuate the proration adjustments contemplated by Section 7.5.1 hereof and the Closing Cost allocations contemplated by Section 7.6 hereof.
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Adjustment for Prorations and Closing Costs. On the Closing Date, Transferee shall receive as a credit against the Contribution Value an amount (the “Credit Amount”) equal to the sum of: (a) all unapplied cash security deposits which were paid by the Tenants under the Leases to or for the account of the Partnership and that are refundable to such Tenants, plus accrued interest, if and to the extent required to be paid to such Tenants on such unapplied cash security deposits, unless the Continuing Entity retains cash following the Closing equal to all such unapplied security deposits, plus any accrued interest thereon, if applicable; (b) expenses and other sums owed by or required to be funded by the Partnership to any Tenant for any tenant improvement work related to the Property which occurred and/or were due and payable prior to the date the applicable Closing Notice is delivered; (c) rentals already received for the Property by the Partnership attributable to the period from and after the Closing Date to the extent funds on account thereof are not retained by the Continuing Entity at the Closing; (d) any rent concessions which accrue to any Tenants of the Property after the Closing Date; and (e) the amount, if any, by which prorated amounts allocated to the Partnership pursuant to Section 1.11 hereof exceed prorated amounts allocated to the Continuing Entity pursuant to Section 1.11 hereof. In addition, notwithstanding anything to the contrary contained herein, on the Closing Date, Transferee shall be obligated to reimburse the Partnership (as a credit towards the Contribution Value) at Closing for any expenses or other sums (other than any legal fees or attorneys’ costs) actually funded or incurred following the date that the applicable Closing Notice is delivered for any tenant improvement work or leasing costs related to the Property to the extent such amounts were actually paid by the Partnership and not taken into account in calculating the agreed upon Net Operating Income for the Property; provided, however, that if such amounts are not yet due and payable as of the Closing Date, then upon such Closing Date, the Continuing Entity shall remain responsible for all obligations therefor and shall pay all such amounts when due.
Adjustment for Prorations and Closing Costs. On the "Closing Date" (as hereinafter defined), Buyer shall receive as a credit against the Purchase Price (the "Credit Amount") an amount equal to the sum of: (a) security deposits which were paid by "Tenants" (as hereinafter defined) to or for the account of any Seller, plus accrued interest, if and to the extent required to be paid to such Tenants on such security deposits; (b) expenses and other sums owed by any Seller to any Tenant for any work or as a result of any dispute (as acknowledged in any written agreement or correspondence executed by any Seller or any Seller's agent); (c) rentals already received by any Seller attributable to the period from and after the Closing Date; (d) any rent concessions which accrue to any Tenant after the Closing Date (as evidenced by a written agreement or correspondence executed by any Seller or any Seller's agent); and (e) the amount, if any, by which other prorated amounts are allocated to Buyer pursuant to Section 7.5.1 hereof.
Adjustment for Prorations and Closing Costs. On the Closing Date, Transferee shall receive as a credit against the Contribution Value an amount equal to the sum of: (i) all security deposits which were paid by tenants ("TENANTS") under the "Leases" (as hereinafter defined) to or for the account of Transferor plus accrued interest, if and to the extent required to be paid to such Tenants on such security deposits; (ii) expenses and other sums owed by Transferor to Tenants for work or disputes which occurred prior to the Closing Date; and (iii) the amount, if any, by which prorated amounts allocated to Transferor pursuant to Section 5.5 below exceed prorated amounts allocated to Transferee pursuant to Section 5.5 below.
Adjustment for Prorations and Closing Costs 

Related to Adjustment for Prorations and Closing Costs

  • 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.

  • Prorations and Adjustments The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

  • Closing Costs and Prorations All recording fees, escrow fees, and other closing costs (except documentary transfer taxes as provided in Section 3.5(c) above) shall be allocated according to custom and practice based on the location of the Property. All income and expenses of the Property shall be prorated according to custom and practice based on the location of the Property.

  • Closing Costs Seller will pay one-half of escrow fees, the cost of the title commitment and any brokerage commissions payable. The Buyer will pay the cost of issuing a Standard Owners Title Insurance Policy in the full amount of the purchase price, if Buyer shall decide to purchase the same. Buyer will pay all recording fees, one-half of the escrow fees, and the cost of an update to the Survey in Sellers possession (if an update is required by Buyer.) Each party will pay its own attorney's fees and costs to document and close this transaction.

  • Adjustments and Prorations The following adjustments and prorations shall be made at Closing:

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Prorations The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

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