Apportionments Generally Sample Clauses

Apportionments Generally. Except as otherwise specifically provided in this Agreement, all expenses, charges and other obligations relating to the operation of the Property (including, without limitation, real estate taxes and expenses, charges and other obligations under the Leases, the Assigned Contracts, and the Ground Leases, specifically excluding, however, the Mortgage Loan, the Debt Assumption Fee and the Ground Lease Charges) shall be pro rated between Purchaser and the Sellers on a per diem basis as of 11:59 P.M. on the Pro Ration Date. For purposes of the pro rations contained in this Section 11, Purchaser shall be deemed to be the owner of the Property for the entire Closing Date. Whether amounts are allocable for the above purposes for the period before or after Closing shall be determined in accordance with generally accepted accounting principles using the accrual method. In furtherance of the foregoing: (i) any bills, invoices or other payments that are apportionable hereunder and that are received by Sellers or Purchaser following Closing or otherwise become due following Closing, shall in the first instance be paid by Purchaser, and upon evidence of the payment thereof, the respective Seller shall promptly reimburse Purchaser its apportioned share thereof in accordance with the provisions of this Section 11, and (ii) any bills, invoices or other payments that relate to periods prior to Closing and are received by Sellers or Purchaser following Closing or otherwise become due following Closing, shall be sent to Sellers and shall be paid for promptly by the respective Seller when due.
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Apportionments Generally. Except as otherwise expressly set forth below, all income and expenses normally apportioned in sales of properties of a nature and type similar to the Property shall be apportioned between Sellers, on the one hand, and Buyer, on the 18 other hand, as of 11:59 p.m. on the day immediately preceding the Closing Date, such that all items of income and expense with respect to the Property which are incurred or accrued on or after of the Closing Date shall be for the account of Buyer.
Apportionments Generally. The parties agree that, except as expressly provided herein to the contrary, all items of income, expense and liabilities for the Property and the Partnership be allocated among the Partnership and the Reconstituted Partnership as if the Property had been conveyed by the Partnership to the Reconstituted Partnership on the Closing Date, with the Sellers having the sole rights to income and the sole responsibility for liabilities attributable on an accrual basis to the period ending on the Pro Ration Date and the Reconstituted Partnership having the sole rights to income and the sole responsibility for liabilities attributable on an accrual basis to the period commencing on the day after the Pro Ration Date. The obligations of Sellers and Purchaser pursuant to this Section 13 shall survive Closing for a period of twelve (12) months. In furtherance of the foregoing and except as otherwise specifically provided below, all expenses, charges and other obligations relating to the operation of the Property (including, without limitation, real estate taxes; expenses, charges and other obligations under the Leases, the Contracts and the Outstanding Indebtedness (including any escrows thereunder) shall be pro rated between the Partnership and the Reconstituted Partnership on a per diem basis as of 11:59 P.M. on the Pro Ration Date. For purposes of the pro rations contained in this Section 13, the Reconstituted Partnership shall be deemed to be the owner of the Property for the entire Closing Date. Whether amounts are allocable for the above purposes for the period before or after Closing shall be determined in accordance with generally accepted accounting principles using the accrual method. To the extent possible, the parties shall undertake to have amounts for services and contracts effectively determined as of the Pro Ration Date in order to avoid (to the extent practicable) post-Closing prorations of such items. Immediately prior to Closing, the Partnership shall distribute to the existing partners of the Partnership, in accordance with the provisions of the existing Partnership Agreement of the Partnership, all cash then held by the Partnership.
Apportionments Generally. (1) Except as otherwise specifically provided below, all expenses, charges and other obligations relating to the operation of the Property (including, without limitation, real estate taxes; expenses, charges and other obligations under the Leases, the Assigned Contracts and the Loan) shall be pro rated between the Operating Partnership and the Contributor on a per diem basis as of 11:59 P.M. on the Pro Ration Date. For purposes of the pro rations contained in this Article XI, the Operating Partnership shall be deemed to be the owner of the LLC Interests for the entire Closing Date. Whether amounts are allocable for the above purposes for the period before or after Closing shall be determined in accordance with generally accepted accounting principles using the accrual method.

Related to Apportionments Generally

  • Adjustments Generally The Exercise Price and the number of shares of Common Stock (or other securities or property) issuable upon exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as provided in this Article IV.

  • Payments Generally (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

  • Investments Generally The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, directly or indirectly, acquire, make or purchase any Investment, or permit any Investment of such Person to be outstanding on and after the Agreement Date, other than the following:

  • Assignments Generally Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

  • Allocations Generally The Company’s profit and loss shall be allocated to the Member.

  • Prepayments Generally Whenever the Borrower desires or is required to prepay any part of its Loans, it shall provide Standard Notice to the Agent setting forth the following information:

  • Agents Generally Except as expressly set forth herein, no Agent shall have any duties or responsibilities hereunder in its capacity as such.

  • Payments Generally; Pro Rata Treatment Sharing of Set-offs 40 Section 2.18. Mitigation Obligations; Replacement of Lenders 42 Section 2.19. Additional Borrowers 43 ARTICLE 3

  • Amendments Generally This Declaration of Trust may be restated and/or amended at any time by an instrument in writing signed by not less than a majority of the Board of Trustees and, to the extent required by this Declaration of Trust, the 1940 Act or the requirements of any securities exchange on which Shares are listed for trading, by approval of such amendment by the Shareholders in accordance with Article III, Section 6 hereof and Article V hereof. Any such restatement and/or amendment hereto shall be effective immediately upon execution and approval or upon such future date and time as may be stated therein. The Certificate of Trust shall be restated and/or amended at any time by the Board of Trustees, without Shareholder approval, to correct any inaccuracy contained therein. Any such restatement and/or amendment of the Certificate of Trust shall be executed by at least one (1) Trustee and shall be effective immediately upon its filing with the office of the Secretary of State of the State of Delaware or upon such future date as may be stated therein.

  • Taxes Generally All payments by the Borrower of principal of, and interest on, the Loans and all other Obligations shall be made free and clear of and without deduction for any present or future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding (i) franchise taxes, (ii) any taxes imposed on or measured by any Lender’s assets, net income, receipts or branch profits, (iii) any taxes (other than withholding taxes) with respect to the Agent or a Lender that would not be imposed but for a connection between the Agent or such Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the activities of the Agent or such Lender pursuant to or in respect of this Agreement or any other Loan Document), and (iv) any taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges to the extent imposed as a result of the failure of the Agent or a Lender, as applicable, to provide and keep current (to the extent legally able) any certificates, documents or other evidence required to qualify for an exemption from, or reduced rate of, any such taxes fees, duties, levies, imposts, charges, deductions, withholdings or other charges or required by the immediately following subsection (c) to be furnished by the Agent or such Lender, as applicable (such non-excluded items being collectively called “Taxes”). If any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any Applicable Law, then the Borrower will:

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