Customer Advances. (a) As set forth in Sections 2.02 and 2.03, the Purchase Price shall be reduced by the total amount of Customer Advances (as defined in the definition of “Business Assets” in Exhibit A to this Agreement) outstanding at the Closing Date that have not been applied to Inventories as of the Closing Date (the “Customer Advances Amount”). At Closing, Sellers shall estimate in good faith the Customer Advances Amount and such amount shall be included in the Estimated Purchase Price Adjustment pursuant to Section 2.02(b) (such amount being referred to as the “Estimated Customer Advances Amount”). For purposes of calculating the Estimated Customer Advances Amount only, all Customer Advances received within 45 days prior to the Closing Date shall be presumed to be unapplied to Inventories and shall constitute, in the aggregate, the Estimated Customer Advances Amount.
Customer Advances. All deposits, prepayments and advances paid or delivered by customers to or for the benefit of the Business to the extent relating to services to be performed or products to be delivered by the Purchaser or the Purchased Business Companies following the Closing, except to the extent applied to Inventories as of the Closing Date, to the extent determined in accordance with Section 5.21 hereof.
Customer Advances. Set forth on Schedule 3.18 is a complete and accurate list of all unexpired Extension Deposit Agreements (or similar agreements) to which Seller is a party (each an “Extension Deposit Agreement”) and which contain unexpired obligations of Seller to provide for the payment of periodic refunds to parties making advances for the construction of facilities for water or wastewater service. Seller will provide to Buyer within 15 days of the execution of this Agreement (to be updated at Closing), true and complete copies of each such Extension Deposit Agreement. All records of Seller relating to each Extension Deposit Agreement is complete and accurate in all material respects and, together with the relevant Extension Deposit Agreement, is all the information reasonably required to determine Seller’s, and, consequently, Buyer’s obligations to each party to the Extension Deposit Agreements; and there are no disputes or disagreements with any party to an Extension Deposit Agreement relating to the amount due under that agreement or the method of calculating that amount. Schedule 3.18 may be updated at Closing only with the mutual consent of the parties.
Customer Advances. Prior to the Closing Date, Seller shall complete the construction of all mains and facilities for which Seller has received customer advances and return all unexpended customer advances to the appropriate depositor. Provided, however, that for projects acceptable to and approved in writing by WVAWC, Seller may pay over to WVAWC the unexpended, non-refundable customer advances, and WVAWC shall assume all of the responsibility of Seller as to those unexpired customer advances and shall be bound by the terms and conditions contained in the Extension Deposit Agreements. WVAWC shall not assume any responsibility for any unexpired customer advances received by Seller, or for any Extension Deposit Agreements to which Seller becomes a party, except as specifically agreed to in writing.
Customer Advances. Seller has no Customer Advances.
Customer Advances. The Completion Accounts will include, as a liability, provision for any monies received from customers before the Completion Date which do not relate to an order that has been transmitted to a publisher before the Completion Date.
Customer Advances. (a) On the Closing Date, First American shall pay Matrix an amount equal to $2,555,201 as repayment in full of all loans previously made by Matrix to MAMC.
Customer Advances. All liabilities of the Division for any amounts advanced to the Division by customers of the Division as of the date hereof and arising in the ordinary course of the business of the Division between the date hereof and the Closing ("Customer Advances"). A schedule of the Customer Advances as of March 31, 1999 is set forth on Schedule 1b(i) hereto;
Customer Advances. All customer advances held as of the Closing Date by Nordson or any of the Nordson Retained Subsidiaries with respect to uncompleted orders for the purchase of goods from the Transferred Business will be paid to Xxxxxxx on the Closing Date in the same currency in which such advances were paid to Nordson or the applicable Nordson Retained Subsidiary. On the Closing Date, Nordson shall provide Xxxxxxx with a list of all such customer advances existing as of that date.
Customer Advances. Schedule 3.13 contains as of September 30, 2014 and, as of Closing will contain as of the last day of the calendar month immediately prior to Closing, a complete list and accounting of all advances and deposits received by the Company from any third party which may be subject to refund at some point in the future.
