Assumed Payables and Office Lease Cure Costs Sample Clauses

Assumed Payables and Office Lease Cure Costs. OCA's good faith determination of the actual amounts of the following: (1) Assumed Payables assumed by OCA at the Closing, by determining in a reasonable manner the Assumed Payables excluded pursuant to the adjustments described in Section 2.7(a) and applying the corresponding reductions as agreed upon in writing by OCA and the Sellers pursuant to Section 2.7(a), and by determining any changes in the Assumed Payables that are not related to the adjustments described in Section 2.7(a) in a reasonable and good faith manner (collectively, the "Actual Payables"), (2) Office Lease Cure Costs assumed by OCA at the Closing, by determining in a reasonable manner the Office Lease Cure Costs excluded pursuant to the adjustments described in Section 2.7(a) and applying the corresponding reductions as agreed upon in writing by OCA and the Sellers pursuant to Section 2.7(a), and by determining any changes in the Office Lease Cure Costs that are not related to the adjustments described in Section 2.7(a) in a reasonable and good faith manner (collectively, the "Actual Office Lease Cure Costs"), (3) the Assumed Payables Benchmark Amount at the Closing, by determining in a reasonable manner the Assumed Payables excluded pursuant to the adjustments described in Section 2.7(a) and applying the corresponding reductions as agreed upon in writing by OCA and the Sellers pursuant to Section 2.7(a) (the "Actual Payables Benchmark Amount"), and (4) the Office Lease Cure Costs Benchmark Amount at the Closing, by determining in a reasonable manner the Office Lease Cure Costs excluded pursuant to the adjustments described in Section 2.7(a) and applying the corresponding reductions as agreed upon in writing by OCA and the Sellers pursuant to Section 2.7(a) (the "Actual Office Lease Cure Costs Benchmark Amount"). Each party hereto shall give each of the other parties hereto and such other party's agents and representatives timely and reasonable access to such of the first party's working papers, documents, financial information and other information used in the preparation of the Net Receivables Schedule, the Liabilities Schedule and/or the Post-Closing Adjustments Schedule as such other party reasonably deems necessary or desirable in connection with its examination and determination with respect to and/or review of the Post-Closing Adjustments Schedule.
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Related to Assumed Payables and Office Lease Cure Costs

  • Transaction Costs Borrower shall have paid or reimbursed Lender for all title insurance premiums, recording and filing fees or taxes, costs of environmental reports, Physical Conditions Reports, appraisals and other reports, the fees and costs of Lender's counsel and all other third party out-of-pocket expenses incurred in connection with the origination of the Loan.

  • Default – Reprocurement Costs In case of Contract breach by Contractor, resulting in termination by the County, the County may procure the goods and/or services from other sources. If the cost for those goods and/or services is higher than under the terms of the existing Contract, Contractor will be responsible for paying the County the difference between the Contract cost and the price paid, and the County may deduct this cost from any unpaid balance due the Contractor. The price paid by the County shall be the prevailing market price at the time such purchase is made. This is in addition to any other remedies available under this Contract and under law.

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise. (b) No Certificateholder (including the Seller if the Seller becomes a Certificateholder) shall have any personal liability for any liability or obligation of the Issuer.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • INTERIM ASSET SERVICING ARRANGEMENT With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Bank pursuant to this Arrangement (such being designated as "Pool Assets"), during the term of this Arrangement, the Assuming Bank shall:

  • Closing Costs The costs attributed to the Closing of the Property shall be the responsibility of ☐ Buyer ☐ Seller ☐ Both Parties. The fees and costs related to the Closing shall include but not be limited to a title search (including the abstract and any owner’s title policy), preparation of the deed, transfer taxes, recording fees, and any other costs by the title company that is in standard procedure with conducting the sale of a property.

  • Financial Statements; Servicing Facility In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective Purchaser a Consolidated Statement of Operations of the Company for the most recently completed two fiscal years for which such a statement is available, as well as a Consolidated Statement of Condition at the end of the last two fiscal years covered by such Consolidated Statement of Operations. The Company also shall make available any comparable interim statements to the extent any such statements have been prepared by or on behalf of the Company (and are available upon request to members or stockholders of the Company or to the public at large). The Company also shall make available to Purchaser or prospective Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting recent developments affecting the Company or the financial statements of the Company, and to permit any prospective Purchaser to inspect the Company's servicing facilities for the purpose of satisfying such prospective Purchaser that the Company has the ability to service the Mortgage Loans as provided in this Agreement.

  • Receivables and Payables Lessee shall be entitled to retain all cash, bank accounts and house banks, and to collect all Gross Revenues and accounts receivable accrued through the termination date. Lessee shall be responsible for the payment of Rent, all Gross Operating Expenses and all other obligations of Lessee accrued under this Lease as of the termination date, and Lessor or Lessor’s nominee shall be responsible for all Gross Operating Expenses of the Hotel accruing after the termination date.

  • Liability for Specific Obligations The Administrator will be liable only for its specific obligations under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Administrator. The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

  • Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.

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