Apportioned Items Sample Clauses

Apportioned Items. Commencing at the Closing, the utilities and other non-material operating expenses relating to the operation of the Business shall be apportioned between the Seller and Buyer to the extent that such expenses were incurred by such Party.
Sample 1
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Apportioned Items. The following items shall be apportioned at the Closing as of 12:01 a.m. on the Closing Date to the extent that such items are applicable to the month in which the Closing Date occurs, such that all items of income and expense with respect to the Property shall be for the account of the Purchaser on the Closing Date:
Sample 1
Apportioned Items. The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Fee Owner were vested with title to the Property during the entire day upon which Closing occurs, on the basis of the actual number of days of the month which shall have elapsed as of the Closing Date and based upon the actual number of days in the month and a 365 day year:
Sample 1
Apportioned Items. Rent, current real property Taxes, prepaid advertising, utilities and other similar appropriate items (including, without limitation, any prepaid insurance, maintenance, real property Tax or common area or like payments under the Real Property Leases or Other Leases and Assigned General Contracts, or any of them) relating to or attributable to the Business and/or the Sale Property shall be apportioned between Sellers and Buyer as of the Closing Date, in each case based upon Sellers bearing the amounts attributable to the period prior to the Closing and the Buyer bearing the portion attributable to the period from and after the Closing. All Liabilities due in respect of periods prior to or as of the Closing Date shall be paid in full or otherwise satisfied by Sellers and all Liabilities due in respect of periods after the Closing Date shall be paid in full or otherwise satisfied by Buyer; provided, however, the provisions of this
Sample 1

Related to Apportioned Items

  • Apportionments The following shall be apportioned between the Seller and the Purchaser at the Closing as of 11:59 p.m. of the day preceding the Closing Date (the "Adjustment Date"):

  • Apportionment The Note Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Current Issuer Notes any costs, charges, expenses or liabilities incurred under these presents have been incurred or to allocate such costs, charges, expenses or liabilities between two or more Series of Current Issuer Notes.

  • Returned Items Secured Party, Company and Servicer understand and agree that the face amount (“Returned Item Amount”) of each Returned Item will be paid by Bank debiting the Collateral Account to which the Returned Item was originally credited, without prior notice to Secured Party, Company or Servicer. As used in this Agreement, the term “Returned Item” means (i) any item deposited to a Collateral Account and returned unpaid, whether for insufficient funds or for any other reason, and without regard to timeliness of the return or the occurrence or timeliness of any drawee’s notice of non-payment; (ii) any item subject to a claim against Bank of breach of transfer or presentment warranty under the Uniform Commercial Code (as adopted in the applicable state) or Regulation CC (12 C.F.R. §229), as in effect from time to time; (iii) any automated clearing house (“ACH”) entry credited to a Collateral Account and returned unpaid or subject to an adjustment entry under applicable clearing house rules, whether for insufficient funds or for any other reason, and without regard to timeliness of the return or adjustment; (iv) any credit to a Collateral Account from a merchant card transaction, against which a contractual demand for chargeback has been made; and (v) any credit to a Collateral Account made in error. Company and Servicer agree to pay all Returned Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Account to cover the Returned Item Amounts on the day Bank attempts to debit them from the Collateral Account. After Bank receives an Access Termination Notice, Secured Party agrees to pay all Returned Item Amounts within fifteen (15) calendar days after demand, without setoff or counterclaim, to the extent that (i) the Returned Item Amounts are not paid in full by Company or Servicer within five (5) calendar days after demand on Company and Servicer by Bank, and (ii) Secured Party has received proceeds from the corresponding Returned Items under this Agreement.

  • Apportionment of Tax Attributes (i) If the Parent Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of the SpinCo Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined by Parent in accordance with Treasury Regulation Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.

  • Prepaid Items All prepaid expenses relating to the Station.

  • Escrow Item Payments Where (a) the Servicer has been collecting Escrow Funds with respect to a Mortgage Loan, or (b) the Borrower has not been obliged to make Escrow Funds payments or such payments have been waived and such Borrower has failed to timely pay obligations which otherwise would be Escrow Items, the Servicer must pay any obligation (i) which could become a first lien on the related Mortgaged Property, or (ii) to maintain in force the applicable Insurance Policies. Where Escrow Funds are maintained by the Servicer, such obligations should be paid from the Borrower's Escrow Funds, or in accordance with Section 10.2.3 hereof.

  • Allocation Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows:

  • Excluded Items Notwithstanding anything in this Agreement to the contrary, Purchaser and Seller agree that each Acquired Companies Acquisition shall exclude those items listed on Schedule 7.12 to the applicable Acquired Companies Annex (in each case, the “Excluded Items”). Seller shall retain all benefits and liabilities with respect to the Excluded Items, and Seller shall, prior to the Closing Date, use Commercially Reasonable Efforts to cause the applicable Acquired Companies to distribute, transfer or assign, in each case effective as of or prior to the Closing, each Excluded Item to Seller or a non-Acquired Company Affiliate of Seller. Purchaser acknowledges that the inability of Seller to have any Excluded Item distributed, transferred or assigned, in each case effective as of or prior to the Closing, from any applicable Acquired Company for any reason shall not delay the applicable Closing, and any Excluded Item that Seller is unable to so distribute, transfer or assign by the applicable Closing shall be referred to as a “Non-Transferred Excluded Item.” After the applicable Closing Date with respect to each Non-Transferred Excluded Item, Purchaser shall, at Seller’s expense, use Commercially Reasonable Efforts to cause any Person under its control with knowledge of relevant facts pertaining to any Non-Transferred Excluded Item to provide assistance to Seller as reasonably requested by Seller to cause the transfer of each Non-Transferred Excluded Item following the applicable Closing Date to Seller or a non-Acquired Company Affiliate of Seller and, pending such transfer, to optimize the value of each Non-Transferred Excluded Item. If any payment is received by an applicable Acquired Company, or any other value is received by an applicable Acquired Company as a result of its ownership of a Non-Transferred Excluded Item following the applicable Closing Date, then Purchaser will cause the applicable Acquired Company to pay over such payment or an equivalent amount equal to such value received to Seller or a non-Acquired Company Affiliate of Seller.

  • 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.

  • Apportionment of Taxes For purposes of this Agreement, all Taxes and Tax liabilities with respect to the income, property, employees or operations of the JVC, as the case may be, that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (a) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding manner.

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