Income and Expenses of the Property Sample Clauses

Income and Expenses of the Property. Through the Date of Closing, Seller shall pay when due any payments of principal and interest secured by any liens or encumbrances on the Property. Seller shall be responsible for all expenses of the Property, and shall be entitled to all income from the Property, attributable to the period prior to Closing. Seller agrees that all expenses related to the Property or otherwise accrued for the period prior to the Date of Closing shall be paid in full by Seller when due. Seller shall indemnify, defend and hold Buyer harmless from and against any costs, expenses, penalties or damages, including reasonable attorneys’ fees, resulting from any failure by Seller to timely pay or cause to be paid any of the items described in this paragraph 8 that are attributable to the period on or before the Date of Closing.
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Income and Expenses of the Property. (i) The parties agree that, except as otherwise specifically stated elsewhere in this Agreement, all income and expenses of the Property are intended to be prorated as of 11:59 P.M. on the day before Closing Date. Purchaser shall be deemed the owner of the Property, for the purpose of such calculation, for the entire Closing Date. Income shall include all revenue of Seller derived from the operation of the Property. Expenses shall include all expenses from the operation of the Property. Income actually received by Seller prior to Closing in payment for a period subsequent to Closing shall appear on the closing statement as a credit to Purchaser. Expenses actually paid by Seller prior to Closing in payment for a period subsequent to Closing shall appear on the closing statement as a credit to Seller. Any and all Income (including Rents) received by Seller after the Closing, for a period prior to the Closing, shall be promptly delivered to Purchaser. (ii) Notwithstanding anything to the contrary in Section 8 above, rents under the Leases, including without limitation fixed rent, additional rent, and operating expense pass-throughs (collectively, “Rents”), shall be addressed in the manner set forth in this Section 14. All collected Rents for the month in which Closing occurs shall be prorated as of midnight the day before the Closing Date. All uncollected Rents for the months prior to the month in which the Closing occurs and all uncollected Rents for the month of Closing (the “Delinquent Rents”), shall remain Seller’s property, and neither Purchaser nor Seller shall receive any proration credit therefor at Closing. All prepaid Rents (for the months following Closing) paid to or in possession of Seller shall be credited to Purchaser at Closing. Purchaser agrees to use commercially reasonable efforts, for a period of thirty (30) days after Closing, to collect Delinquent Rents from each tenant remaining in possession of its space under a Lease. Any and all amounts received by Purchaser from any party owing the Delinquent Rents which are received by Purchaser after the Closing Date shall first be applied to Purchaser’s reasonable collection costs (including reasonable attorneys’ fees and costs), then to accrued obligations, in the order of the most recently accrued obligations of the applicable tenant under its Lease as of the date of Purchaser’s receipt of such amounts. Purchaser shall promptly deliver to Seller any funds to be applied to Delinquent Rents in ac...
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Income and Expenses of the Property. Through the Date of Closing, ONB shall pay, or cause to be paid, when due any payments of principal and interest secured by any liens or encumbrances on the Property. ONB shall be responsible for all expenses of the Property, and shall be entitled to all income from the Property, attributable to the period prior to Closing. ONB agrees that all expenses related to the Property or otherwise accrued for the period prior to the Date of Closing shall be paid in full by ONB when due. ONB shall indemnify, defend and hold each Buyer harmless from and against any costs, expenses, penalties or damages, including reasonable attorneys’ fees, resulting from any failure by ONB to timely pay or cause to be paid any of the items described in this paragraph 8 that are attributable to the period on or before the Date of Closing of a Parcel of the Property.
Sample 1
Income and Expenses of the Property. Through the Date of Closing, ONB (and American, in the case of the American Property) shall pay, or cause to be paid, when due any payments of principal and interest secured by any liens or encumbrances on the Property. ONB (and American, in the case of the American Property) shall be responsible for all expenses of the Property, and shall be entitled to all income from the Property, attributable to the period prior to Closing. ONB agrees that all expenses related to the Property or otherwise accrued for the period prior to the Date of Closing shall be paid in full by ONB (and American, in the case of the American Property) when due. ONB (and American, in the case of the American Property) shall indemnify, defend and hold the related Buyer harmless from and against any costs, expenses, penalties or damages, including reasonable attorneys' fees, resulting from any failure by ONB (and American, in the case of the American Property) to timely pay or cause to be paid any of the items described in this paragraph 8 that are attributable to the period on or before the Date of Closing of a Parcel of the Property. The matters shown on the Commitment for each Parcel are "Permitted Exceptions." From the date of this Agreement (the "Effective Date"), no Seller shall consent to, or permit to exist, any encumbrances, easements or other restrictions to be placed on or granted with respect to any Parcel, other than any matters consented to by the related Buyer in writing and the Permitted Exceptions (such encumbrances prohibited hereby being "Seller Encumbrances"). Each Commitment shall include such endorsements as may be reasonably requested by the related Buyer and that are available in the applicable jurisdiction. The related Seller shall have obtained the commitment of the title company to insure the so-called "gap period" at Closing. The related Seller shall be responsible for satisfying all the requirements of the Commitment on or before the Date of Closing.
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Income and Expenses of the Property. Through the Date of Closing, ONB (or ONB Insurance, in the case of the ONB Insurance Property) shall pay, or cause to be paid, when due any payments of principal and interest secured by any liens or encumbrances on the Property. ONB (or ONB Insurance, in the case of the ONB Insurance Property) shall be responsible for all expenses of the Property, and shall be entitled to all income from the Property, attributable to the period prior to Closing. ONB (or ONB Insurance, in the case of the ONB Insurance Property) agrees that all expenses related to the Property or otherwise accrued for the period prior to the Date of Closing shall be paid in full by ONB (or ONB Insurance, in the case of the ONB Insurance Property) when due. ONB (and ONB Insurance, in the case of the ONB Insurance Property) shall indemnify, defend and hold the related Buyer harmless from and against any costs, expenses, penalties or damages, including reasonable attorneys’ fees, resulting from any failure by ONB (or ONB Insurance, in the case of the ONB Insurance Property) to timely pay or cause to be paid any of the items described in this paragraph 8 that are attributable to the period on or before the Date of Closing of a Parcel of the Property.
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Related to Income and Expenses of the Property

  • Expenses of the Parties Except as otherwise provided herein, all expenses incurred by or on behalf of the parties hereto in connection with the authorization, preparation and consummation of this Agreement, including, without limitation, all fees and expenses of agents, representatives, counsel and accountants employed by the parties hereto in connection with the authorization, preparation, execution and consummation of this Agreement shall be borne solely by the party who shall have incurred the same.

  • Sellers’ Costs and Expenses Except as may otherwise be provided in this Agreement, including Section 8.1, or in the Purchase Agreement, all expenses and costs incurred by the Sellers in connection with the performance of their obligations hereunder shall be the responsibility of, paid by and for the account of the Sellers.

  • Revenues and Expenses (a) Sellers are entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned prior to the Effective Time or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except for the proceeds attributable to Hydrocarbon production in storage as of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods from and after the Effective Time, or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant to Section 2.04(a)(i) above. Buyer is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred from and after the Effective Time and are not Disallowed Expenses. (c) Such amounts that are received or paid prior to Closing shall be accounted for in the Closing Date Statement or Final Settlement Statement, as applicable. Such amounts that are received or paid after Closing but prior to the date of the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (d) For purposes of this Section 2.09, the determination of whether an Operating Expense was incurred before, on or after the Effective Time shall be based on when the applicable service was rendered, when the applicable good was delivered or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following the Final Settlement Date, should (i) any of Owners, Target, Buyer or their respective Affiliates receive monies belonging to the other Party, as applicable, in accordance with this Section 2.09, then such amount shall, within 5 Business Days after the end of the month in which such amounts were received, be paid over to the proper Party, and (ii) any of Owners, Target, Buyer or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amounts.

  • Taxes and Expenses All taxes of any kind that may be assessed or levied against or in respect of the Fund and all brokerage commissions incurred by the Fund shall be paid from the Fund. All other expenses incurred by the Trustee in connection with the administration of this Trust, including fees for legal services rendered to the Trustee, the compensation of the Trustee to the extent not paid directly by the Grantor, and all other proper charges and disbursements of the Trustee shall be paid from the Fund.

  • Transfer Taxes and Expenses The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

  • Fees and Expenses of Escrow Agent The Company shall, without contribution by the Officer, compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company upon demand by Escrow Agent. The obligations of the Company under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The Officer, the Company and the Representatives hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

  • Costs and Expenses The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

  • Fees and Expenses of the Trustee (a) As compensation for its duties hereunder, the Trustee shall withdraw from the Distribution Account on each Distribution Date all income and gains (net of losses) on amounts on deposit in the Distribution Account. Subject to Section 8.05(b), the Trustee, or any director, officer, employee or agent of it, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (including any unreimbursed fees or expenses for work relating to an appointment of a successor Servicer under Section 7.02 herein, but not including expenses, disbursements and advances incurred or made by the Trustee, including the reasonable compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of its performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from the Servicer’s actions or omissions in connection with this Agreement and the Mortgage Loans, (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. (b) As a limitation on the foregoing with respect to certain expenses of the Trustee in its capacity as Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for reasonable counsel fees and expenses (collectively, “Legal Fees”) in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The amounts, if any, described in the preceding sentence, shall be paid on each Distribution Date in accordance with the priorities set forth in Section 4.01(a)(3)(xx) hereof to the extent of the Available Distribution Amount. The Trustee shall not have any obligation to incur additional expenses for which reimbursement is limited pursuant to this paragraph in excess of the aggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (c) Without limiting the Servicer’s indemnification obligations under Section 6.03, the Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Servicer’s obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer’s own funds, without reimbursement from the Trust Fund. (d) The Depositor shall pay any annual rating agency fees of S&P, Xxxxx’x and Fitch for ongoing surveillance from its own funds without right of reimbursement. (e) The Trustee shall deliver to the Depositor and each Holder of a Non-Offered Certificate a report detailing all payments from the Trust Fund made with respect to Legal Fees on account of Third-Party Claims. The report shall be delivered monthly, promptly following any month in which such payments were made.

  • Allocation of Costs and Expenses The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund's custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services.

  • Certain Costs and Expenses The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.