Adjustment of Costs. 5 1.5.2 Proration of Taxes.................................................... 5 1.5.3 Payment of Taxes and Other Expenses................................... 6 1.6 Nonassignable Contracts, Leases and Permits................................. 6 1.7 Allocation.................................................................. 6 1.8 Closing..................................................................... 6 ARTICLE 2
Adjustment of Costs. (a) Except as otherwise provided herein, Seller shall bear and be responsible for all costs incurred in connection with the operation of the Division prior to the Closing Date, including without limitation, utilities, rentals, service contracts, employee costs, maintenance expenses, and commissions related to sales prior to the Closing Date and except as otherwise provided therein, Seller shall pay all such costs in the ordinary course of business. Buyer shall bear and be responsible for all such costs incurred by Buyer in connection with the operation of the Division on and after the Closing Date.
(b) Seller agrees to pay all creditors of the Division in full on or prior to any due date for such payment (except for any amounts which Seller is disputing in good faith); in the event Seller fails to make such payments, Buyer may make such payments on Seller's behalf and such amount shall be promptly reimbursed by Seller to Buyer. Buyer shall pay all debts incurred by Buyer in connection with the operation of the Division on and after the Closing Date.
Adjustment of Costs. A. The allowance will be adjusted upward or downward at the completion of the project to reflect the actual amount. Should the cost be more or less than the specified amount of the Allowance, the Contract Sum will be adjusted accordingly by a Change Order.
B. Submit claims for anticipated additional costs caused by the Allowance prior to execution of the work.
Adjustment of Costs. (a) Seller shall bear and be responsible for all costs incurred in connection with the operation of the Business prior to the Effective Time, including without limitation, utilities, rentals, service contracts, employee costs, maintenance expenses, royalties and minimum royalties and commissions related to sales prior to the Effective Time and except as otherwise provided therein, Seller shall pay all such costs in the ordinary course of business. Buyer shall bear and be responsible for all such costs incurred by the Buyer in connection with the operation of the Business after the Effective Time. Seller shall be entitled to (a) all manufacturer's rebates due to the Seller which may be paid after the date hereof and (b) prompt reimbursement of all prepayments (except for the Prepaids for which Seller has received a credit on the Purchase Price under this Agreement) made by the Seller prior to the date hereof that relate to the Business and the use of the Purchased Assets, including, but not limited to, insurance and registration prepayments on the Vehicles.
(b) Seller agrees to pay all creditors of Seller in full on or prior to any due date for such payment (except for any amounts which Seller is disputing in good faith); in the event Seller fails to make such payments, Buyer may make such payments on Seller's behalf and such amount shall be promptly reimbursed by Seller to Buyer.
Adjustment of Costs. Seller shall bear and be responsible for all costs incurred in connection with the operation of the Business prior to and including the Effective Date and Time, including without limitation, utilities, rentals, service contracts, employee costs, maintenance expenses, and commissions related to sales prior to and including the Effective Date and Time. Buyer shall bear and be responsible for all such costs incurred by Buyer in connection with the operation of the Business after the Effective Date and Time; provided, however, Seller shall be responsible for all costs and expenses incurred by Buyer associated with or arising out of Buyer's installation and final approval of all uninstalled but completed pumps related to the City of Houston Contract that Seller has previously recorded as accounts receivable.
Adjustment of Costs. The Contribution Amount reflects all income, expense and other items with respect to the Existing Venture and the Property through the Closing Date. The parties have agreed upon the Preclosing Cost Schedule prepared as of October 31, 1999; provided, however, that items totaling $279,706.64 (the "REVIEW ITEMS") as shown on the Preclosing Cost Schedule have been deducted from the total amount shown on the Preclosing Cost Schedule pending further review by Clarion Partners, the advisor to The New York State Common Retirement Fund. Seller shall continue to fund costs, expenses and construction draws for the construction of the Improvements and with respect to the Property from November 1, 1999 through the Adjustment Date. No later than sixty (60) days after the Closing Date, Seller shall cause to be prepared and delivered to the Company (including to Clarion Partners as advisor to the New York State Common Retirement Fund) a revised cost schedule with respect to the Property for the period from November 1, 1999 through the Adjustment Date (the "ADJUSTMENT DATE COST SCHEDULE"), showing all costs, expenses and construction draws for the construction of the Improvements and with respect to the Property from the Closing Date through the Adjustment Date. The Adjustment Date Cost Schedule shall be prepared in a manner consistent with that utilized in the preparation of the Preclosing Cost Schedule. No later than sixty (60) days after the Closing Date, Seller and the Company shall use reasonable efforts to determine whether the Review Items, or any portion of them, are to be included in the Adjustment Date Cost Schedule for payment to Seller. The Company will, no later than the later of (i) sixty-one (61) days following the delivery of the Adjustment Date Cost Schedule or (ii) five (5) business days following the resolution of a dispute with respect to the Review Items or an item on the Adjustment Date Cost Schedule as set forth in subsection 5.2 hereof (the "COST SCHEDULE SETTLEMENT DATE"), pay to Seller the amount shown on the Adjustment Date Cost Schedule by wire transfer of immediately available funds to an account designated by Seller.
Adjustment of Costs. Except as set forth in this Article V, there shall be no proration, adjustment or reproration of any income, expense or other items with respect to the Existing Venture, the Property or the construction and development at the Property.
Adjustment of Costs. 16 ARTICLE V PERMITTED USE 16 Section 5.1 Permitted Use and Conduct of Business 16 Section 5.2 Overloading 17 Section 5.3 Roof 17 Section 5.4 Signage 17 Section 5.5 Heating, Ventilating & Air Conditioning, System Maintenance Program 17 Section 5.6 Nuisance 18 Section 5.7 Windows 18 Section 5.8 Cleanliness 18 ARTICLE VI ACCESS AND ENTRY 19
Adjustment of Costs. The Landlord and Tenant shall adjust between themselves on the commencement and termination of this Lease, all realty taxes, water rates, insurance premiums and other charges relating to the Premises, with the intention that the Landlord shall bear such charges until commencement Date of this Lease and the Tenant shall bear such charges thereafter and until it delivers possession of the Premises to the Landlord in accordance with the provisions of this Lease,
Adjustment of Costs. Seller shall bear all costs incurred in connection with the utilization of the Assets, including without limitation, utilities, rentals, service contracts, employee costs, and maintenance expenses, prior to the Closing Date and Buyer shall bear all such costs thereafter. Each party will forward to the other party any invoices received by a party which are to be paid by the other in accordance with the terms of Section 11.4.
