Common use of Closing Date Adjustments Clause in Contracts

Closing Date Adjustments. On or before the Closing, Buyer and Seller shall determine and agree on, as of the Closing Date, (i) any amounts that Seller may have prepaid for rent on office and equipment leases included in the Acquired Assets in respect of periods beginning on or after the Closing Date, (ii) any amounts that Seller may have prepaid for sales, use or similar taxes, license fees (exclusive of corporate franchise fees) utilities, services, service contracts, insurance or other expenses relating to the Acquired Assets in respect of periods beginning on or after the Closing Date, (iii) any security deposits on office leases or equipment leases being transferred to Buyer hereunder and any security deposits for utility services for premises covered by such office leases and (iv)any amounts of the type described in clauses (i) and (ii) in respect of periods prior to the Closing Date which are expected to be billed after the Closing Date. All amounts relating to periods ending prior to the Closing Date shall be for the account of Seller, and all amounts relating to periods beginning on or after the Closing Date shall be for the account of Buyer. The respective amounts shall be netted against each other at the Closing. If the result is an amount owing to Seller, Buyer shall pay such amount to Seller at the Closing. If the result is an amount owing to Buyer, Seller shall pay such amount to Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Headway Corporate Resources Inc)

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Closing Date Adjustments. On or before the ClosingClosing Date, Buyer and Seller Cheney shall determine and agree onagrex xx, as of the Closing Date, (i) any amounts that Seller Cheney or the Business may have prepaid havx xxxxaid for rent on equipment or office and equipment leases included in the Acquired Assets in respect of periods beginning on or continuing after the Closing Date, (ii) any amounts that Seller Cheney or the Business may have xxxx prepaid for sales, use or similar taxes, license fees (exclusive of corporate franchise fees) utilities), servicesinsurance, service contracts, insurance services or other expenses relating to the Acquired Assets in respect of periods beginning on or continuing after the Closing Date, (iii) the amount of any security deposits on office leases accrued bonuses and accrued vacation, sick or equipment leases being transferred holiday time or pay as of the Closing Date with respect to temporary, payrolled, leased or full-time employees of the Business retained by Buyer hereunder and any security deposits for utility services for premises covered by such office leases pursuant to Section 10.2, as set forth in Schedule 1.7, and (iv)any iv) any amounts of the type described in clauses (i) and (ii) in respect of periods prior to the Closing Date which are expected to be billed after the Closing Date. All amounts relating to periods ending prior to the Closing Date shall be for the account of Seller, Cheney and all amounts relating to relatinx xx periods beginning or continuing on or after the Closing Date shall be for the account of Buyer. The respective amounts shall be netted against each other at on the ClosingClosing Date. If the result of such netting is an amount owing to SellerCheney, Buyer shall pay such amount xxxxxx to Seller at Cheney on the ClosingClosing Date. If the Xx xxe result of such netting is an amount owing to Buyer, Seller Cheney shall pay such amount to Buyerxx Xxyer on the Closing Date in the form of a reduction of the Purchase Price and the Down Payment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Headway Corporate Resources Inc)

Closing Date Adjustments. On or before the ClosingClosing Date, Buyer and Seller shall determine and agree on, as of the Closing Date, (i) any amounts that Seller may have prepaid for rent on equipment or office and equipment leases included in the Acquired Assets in respect of periods beginning on or after the Closing Date, (ii) any amounts that Seller may have prepaid for sales, use or similar taxes, license fees (exclusive of corporate franchise fees) utilities), servicesinsurance, service contracts, insurance services or other expenses relating to the Acquired Assets in respect of periods beginning on or after the Closing Date, (iii) the amount of any security deposits on office leases bonuses, vacation, sick or equipment leases being transferred holiday time or pay accrued as of the Closing Date with respect to temporary, payrolled, leased or full-time employees of Seller retained by Buyer hereunder and any security deposits for utility services for premises covered by such office leases pursuant to Section 9.2, as set forth in Schedule 1.7 and (iv)any iv) any amounts of the type described in clauses (i) and (ii) in respect of periods prior to the Closing Date which are expected to be billed after the Closing Date. All amounts relating to periods ending prior to the Closing Date shall be for the account of Seller, Seller and all amounts relating to periods beginning on or after the Closing Date shall be for the account of Buyer. The respective amounts shall be netted against each other at on the ClosingClosing Date. If the result is an amount owing to Seller, Buyer shall pay such amount to Seller at on the ClosingClosing Date. If the result is an amount owing to Buyer, Seller shall pay such amount to BuyerBuyer at the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Headway Corporate Resources Inc)

Closing Date Adjustments. On or before the Closing, Buyer and Seller shall determine and agree on, as of the Closing Date, (i) any amounts that Seller may have prepaid for rent on office and equipment leases included in the Acquired Assets in respect of periods beginning on or after the Closing Date, (ii) any amounts that Seller may have prepaid for sales, use or similar taxes, license fees (exclusive of corporate franchise fees) utilities), servicesinsurance, service contracts, insurance services or other expenses relating to the Acquired Assets in respect of periods beginning on or after the Closing Date, (iii) any security deposits on office leases or equipment leases being transferred to Buyer hereunder and any security deposits for utility services for premises covered by such office leases and (iv)any amounts of the type described in clauses (i) and (ii) in respect of periods prior to the Closing Date which are expected to be billed after the Closing DateDate and (iv) the amount of any accrued vacation, sick or holiday time or pay as of the Closing Date with respect to temporary, payrolled or full-time employees of Seller retained by Buyer pursuant to Section 9.3 and as set forth in Schedule 1.7. All amounts relating to periods ending prior to the Closing Date shall be for the account of Seller, and all amounts relating to periods beginning on or after the Closing Date shall be for the account of Buyer. The respective amounts shall be netted against each other at the Closing. If the result is an amount owing to Seller, Buyer shall pay such amount to Seller at the Closing. If the result is an amount owing to Buyer, Seller shall pay such amount to Buyer. In additional to the foregoing, on the Closing Date, Buyer agrees to reimburse Seller for all security deposits under leases acquired as part of the Acquired Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Headway Corporate Resources Inc)

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Closing Date Adjustments. On or before the Closing, Buyer and Seller shall determine and agree on, as of the Closing Date, (i) any amounts that Seller may have prepaid for rent on equipment or office and equipment leases included in the Acquired Assets in respect of periods beginning on or after the Closing Date, (ii) any amounts that Seller may have prepaid for sales, use or similar taxes, license fees (exclusive of corporate franchise fees) utilities), servicesinsurance, service contracts, insurance services or other expenses relating to the Acquired Assets in respect of periods beginning on or after the Closing Date, (iii) any security deposits on office leases or equipment leases being transferred to Buyer hereunder and any security deposits for utility services for premises covered by such office leases leases, (iv) the amount of any accrued salaries, bonuses, vacation, sick or holiday time or pay as of the Closing Date with respect to temporary, payrolled, leased or full-time employees of Seller retained by Buyer pursuant to Section 10.2, as set forth in Schedule 1.7 and (iv)any v) any amounts of the type described in clauses (i) and (ii) in respect of periods prior to the Closing Date which are expected to be billed after the Closing Date. All amounts relating to periods ending prior to the Closing Date shall be for the account of Seller, Seller and all amounts relating to periods beginning on or after the Closing Date shall be for the account of Buyer. The respective amounts shall be netted against each other at the Closing. If the result is an amount owing to Seller, Buyer shall pay such amount to Seller at the Closing. If the result is an amount owing to Buyer, Seller shall pay such amount to BuyerBuyer at the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Headway Corporate Resources Inc)

Closing Date Adjustments. On or before the Closing, Buyer and Seller shall determine and agree on, as of the Closing Date, (i) any amounts that Seller may have prepaid for rent on equipment or office and equipment leases included in the Acquired Assets in respect of periods beginning on or after the Closing Date, (ii) any amounts that Seller may have prepaid for sales, use or similar taxes, license fees (exclusive of corporate franchise fees) utilities), servicesinsurance, service contracts, insurance services or other expenses relating to the Acquired Assets in respect of periods beginning on or after the Closing Date, (iii) any security deposits on office leases or equipment leases being transferred to Buyer hereunder and any security deposits for utility services for premises covered by such office leases leases, (iv) the amount of any accrued salaries, bonuses, commissions, vacation, sick or holiday time or pay as of the Closing Date with respect to temporary, payrolled, leased or full-time employees of Seller retained by Buyer pursuant to Section 10.3, as set forth in Schedule 1.7 and (iv)any v) any amounts of the type described in clauses (i) and (ii) in respect of periods prior to the Closing Date which are expected to be billed after the Closing Date. All amounts relating to periods ending prior to the Closing Date shall be for the account of Seller, Seller and all amounts relating to periods beginning on or after the Closing Date shall be for the account of Buyer. The respective amounts shall be netted against each other at the Closing. If the result is an amount owing to Seller, Buyer shall pay such amount to Seller at the Closing. If the result is an amount owing to Buyer, Seller shall pay such amount to BuyerBuyer at the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Headway Corporate Resources Inc)

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