Credits to Buyer Sample Clauses

Credits to Buyer. Buyer shall assume and Buyer shall receive a credit against the Purchase Price in an amount equal to:
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Credits to Buyer. All price adjustments, credits, or cost reimbursements which are due to BUYER under this Contract and not otherwise appearing as a line item deduction on an applicable Product invoice shall be paid by SELLER by wire transfer to BUYER's designated account, as shall appear on BUYER’s invoice, within fifteen (15) calendar days of receipt by SELLER of BUYER's invoice and supporting documents.
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Credits to Buyer. Buyer shall assume and Buyer shall receive a credit against the Purchase Price paid to the Seller in cash on the Closing Date pursuant to SECTION 1.2 in an amount equal to: all vacation, holiday and sick pay unpaid by the Seller as of the Closing Date attributable to any period or partial period of employment by the Seller prior to the Closing Date, plus employee payroll taxes applicable thereto due or to become due, for those employees of the Seller who will be employed by Buyer after the Closing Date and who have not as of the Closing Date taken vacation, holiday or sick time earned prior to the Closing Date.
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Credits to Buyer. Buyer shall assume and Buyer shall receive a credit against the portion of the Estimated Purchase Price paid to the Company in cash on the Closing Date pursuant to SECTION 1.2(A) in an amount equal to:
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Credits to Buyer. Buyer shall be credited with:
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Credits to Buyer. Except as provided in Section 6.6, Buyer shall be entitled to a credit against the Purchase Price for any unpaid commissions, costs or allowances due after the Closing but incurred in connection with any Lease executed on or before the Closing Date, including any such commissions, costs or allowances due in connection with any option or extended term under any such Lease. Buyer shall also be entitled to a credit against the Purchase Price for any free rent, abatements, or other unexpired concessions under any Leases executed on or before the Closing Date to the extent they apply to any period after the Closing Date, including any such free rent, abatements or other unexpired concessions due in connection with 18 19 any option or extended term under any such Lease.
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Credits to Buyer. At the Closing and without limiting Seller's representations and warranties, Buyer shall assume all of the obligations of Seller under the Leases, Occupancy Commitments and Bookings as of the Proration Time, including obligations with respect to any prepaid rents or other amounts under the Leases, tenant security deposits and Booking Deposits not earned as of the Proration Time, and Buyer shall receive a credit against the Purchase Price at the Closing in an amount equal to (i) all such amounts (and, therefore, Seller shall have the right to retain any amounts relating to such items on deposit in Seller's account), (ii) the value of gift certificates, donations, free rooms and trade outs, all determined at face value, (iii) amounts required to complete the Capital Expenditure Plan, (iv) (without duplication) $386,000 representing the capitalized cost of the Fidelio Agreements, and (v) interest on the First Mortgage Loan allocable to the period before the Closing to the extent not paid by Seller prior to or on the Closing Date. All prepaid rents and other amounts under the Leases, tenant deposits and Booking Deposits as of the Proration Time shall be the obligation of Buyer after the Closing to the extent Buyer receives a credit therefore.
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Credits to Buyer 
Sample 1

Related to Credits to Buyer

  • CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of a Security generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian,

  • Deposits to Accounts Deposit or otherwise credit, or cause or permit to be so deposited or credited, or direct any Obligor to deposit or remit, any Collection or proceeds thereof (other than as remitted to Seller pursuant to Section 1.3(a)(ii) hereof) to any account (or related lock-box, if applicable) other than any Lock-Box Account covered by a Lock-Box Agreement.

  • Payments to Seller With respect to each Pledged Timeshare Loan, the Borrower shall have (i) received such Pledged Timeshare Loan as a contribution to the capital of the Borrower by the Seller or (ii) purchased such Pledged Timeshare Loan from the Seller in exchange for payment (made by the Seller in accordance with the provisions of the Sale and Contribution Agreement) in an amount which constitutes fair consideration and reasonably equivalent value. No such sale shall have been made for or on account of an antecedent debt owed by the Seller to the Borrower and no such sale is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.

  • ASSETS TO BE ACQUIRED The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, that is owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided the Acquiring Fund with its most recent unaudited financial statements, which contain a list of all of the Selling Fund’s assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a list of the securities, if any, on the Selling Fund’s list referred to in the second sentence of this paragraph that do not conform to the Acquiring Fund’s investment objectives, policies, and restrictions. The Selling Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Fund holds any investments that the Acquiring Fund may not hold, the Selling Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund, such disposition would violate the Selling Fund’s fiduciary duty to its shareholders.

  • Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any encumbrances other than any permitted herein, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (the "Assets"):

  • Assets to be Purchased (a) Subject to and upon the terms and conditions of this Agreement, at the Closing, the Seller shall transfer, convey, assign, deliver, and the Buyer shall receive from the Seller, the following properties, assets and other claims, rights and interests of the Seller:

  • Reports to Members (a) The books of account and records of the Company shall be audited as of the end of each Fiscal Year by the Company’s independent public accountants.

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