General Provisions Regarding Prorations and Adjustments Sample Clauses

General Provisions Regarding Prorations and Adjustments. The following adjustments and prorations will be computed as of the Closing Date for each of the Hotels, and the “net” amounts owing by the Terminating Lessors or the Terminating Lessees with respect to the Hotels to the other parties shall be paid by such owing parties to the other parties on the Closing Date; provided, however, the “net” amounts will be calculated for the Hotels in the First Closing Tranche and then for the Hotels in the Second Closing Tranche on each Closing Date. Unless otherwise stated herein, all prorations will be on an accrual basis in accordance with generally accepted accounting principles, and based on the actual number of days in each month. All items of revenue, cost and expense of each Hotel which are receivable or payable by the applicable Terminating Lessee under the terms of the Lease Agreements with respect to the period up to and including the Closing Date will be for the account of such Terminating Lessee; provided, however, that the Terminating Lessees shall pay at Closing the “Rent,” as defined in the Lease Agreements, payable to Terminating Lessors for the period from the date of the last period for which Terminating Lessee paid the applicable Terminating Lessors Rent through the Closing Date (other than any “Rent” or other payment required to be paid to cure the Potential Lease Defaults); provided, however that (a) all calculations under a Lease Agreement shall be “closed out” and calculated as of the Closing Date, so that any obligations of any Terminating Lessee under any performance standards provided for in a Lease Agreement shall be deemed to be “zero,” (b) all curative provisions under all performance standards in a Lease Agreement shall be forgiven at Closing and no amounts relating thereto shall be included in any adjustments in or due to Terminating Lessors pursuant to the Closing Statement or any subsequent adjustment to or replacement of the Closing Statement, and (c) all percentage rent required by the Lease Agreements (after payment of the Rent required as set forth above) shall be deemed to be “zero” as of the Closing Date and cease as of the Closing Date. The provisions of this Section 6.4(a) shall control over any inconsistent or contrary provision of this Agreement and shall survive the Closing. All other items of revenue, cost and expense of the Hotels will be for the account of Terminating Lessors. By way of illustration and not in any way limiting the foregoing, upon the Closing, (i) all Performa...
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  • General Provisions Regarding Payments (a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than (x) 12:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.

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  • General Provisions Regarding the Collection Account (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Collection Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee upon Issuer Order; provided, however, that (i) such Eligible Investments shall not mature or be redeemed later than the Business Day prior to the next Payment Date or Special Payment Date, if applicable, for the Recovery Bonds and (ii) such Eligible Investments shall not be sold, liquidated or otherwise disposed of at a loss prior to the maturity or the date of redemption thereof. All income or other gain from investments of moneys deposited in the Collection Account shall be deposited by the Indenture Trustee in such Collection Account, and any loss resulting from such investments shall be charged to such Collection Account. The Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer (at the Issuer’s cost and expense) to such effect. In no event shall the Indenture Trustee be liable for the selection of Eligible Investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction. The Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of written investment direction pursuant to an Issuer Order, in which case such amounts shall remain uninvested.

  • General Provisions Regarding Payment; Loan Account (a) All payments to be made by each Borrower under any Financing Document, including payments of principal and interest made hereunder and pursuant to any other Financing Document, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension (it being understood and agreed that, solely for purposes of calculating financial covenants and computations contained herein and determining compliance therewith, if payment is made, in full, on any such extended due date, such payment shall be deemed to have been paid on the original due date without giving effect to any extension thereto). Any payments received in the Payment Account before 12:00 Noon (Eastern time) on any date shall be deemed received by Agent on such date, and any payments received in the Payment Account at or after 12:00 Noon (Eastern time) on any date shall be deemed received by Agent on the next succeeding Business Day.

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