Post-Closing Collections. After Closing, Buyer shall make a good faith effort to collect any Rents or other revenues not collected as of the Closing Date on Seller’s behalf and to tender the same to Seller upon receipt; provided, however, that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the applicable Lease at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not have an exclusive right to collect the sums due Seller under the Leases or other revenue due Seller with respect to the period prior to Closing, and Seller hereby retains its rights to pursue claims against any tenant under the Leases or other party for sums due with respect to periods prior to the Closing Date (including, without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same is to be paid to the owner of the Property pursuant to the terms of the applicable Lease); provided, however, that with respect to any legal proceedings against any tenant under a Lease, Seller (a) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing; and (c) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease. The terms of this Section 6.1.3 shall survive the Closing and not be merged therein.
Post-Closing Collections. Purchaser shall use its best efforts during the six (6) month period immediately following Closing to collect and promptly remit to Seller rents or other amounts due Seller for the period prior to Closing. Purchaser shall apply such rents or other amounts received, first for the account of Purchaser for amounts currently due to Purchaser; second, to Seller for any and all amounts due to Seller for periods prior to Closing; and the balance to be retained by Purchaser. Notwithstanding any other term of this Agreement, the provisions of this Section 9.7 shall survive Closing.
Post-Closing Collections. After Closing, Buyer shall make a good faith effort to collect any Rents or other revenues not collected as of the Closing Date on Seller’s behalf and to tender the same to Seller upon receipt; provided, however, that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the applicable Lease at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not have an exclusive right to collect the Rents or other revenue due Seller with respect to the period prior to Closing, and Seller hereby retains its rights to pursue claims against any tenant under the Leases or other party for sums due with respect to periods prior to the Closing Date; provided, however, that with respect to any legal proceedings against any tenant under a Lease, Seller (a) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing; and (c) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease. The terms of this Section 6.1.3 shall survive the Closing and not be merged therein.
Post-Closing Collections. Buyer shall use its best efforts during the twelve (12) month period immediately following the Closing to collect and promptly remit to Seller rents or other amounts due Seller for the period prior to Closing. Buyer shall apply all rents or other amounts received by Buyer, first for the account of Buyer for amounts currently due to Buyer; second to Seller for any and all amounts due Seller for periods prior to Closing; and the balance to be retained by Buyer.
Post-Closing Collections. Seller Parties shall promptly, and in no event later than five days after receipt, turn over to Buyer any collections received by Sellers on account of the Accounts Receivable or of any other goods sold (including Pharmaceutical Inventory) or services rendered in the operation of the Business prior to or after Closing.
Post-Closing Collections. Purchaser shall use its best efforts during the ninety (90) day period immediately following the Date of Closing to collect Current Delinquencies and Delinquencies. Amounts collected from tenants who or which, as of the Date of Closing, were obligors with respect to Current Delinquencies and/or Delinquencies shall be applied first to satisfy such tenants’ obligations for the payment period during which collection occurred, second to satisfy Current Delinquencies, third to satisfy Delinquencies, and the balance to satisfy any other rental obligations of such tenants to Purchaser. Amounts collected and applicable to satisfy Current Delinquencies shall be paid promptly to Seller to the extent of Seller’s pro-rata entitlement thereto, and amounts collected and applicable to satisfy Delinquencies shall be promptly paid to Seller. At the end of the ninety (90) day period following the Date of Closing, Purchaser shall prepare and deliver to Seller a statement (the “Collection Statement”) identifying all payments collected during such ninety (90) days from tenants who were listed on the Rent Schedule prepared and delivered pursuant to Section 6.4 hereof as obligors on Current Delinquencies or Delinquencies. If any uncollected Current Delinquencies or then unsatisfied Delinquencies exist, Purchaser hereby agrees to assign to Seller any and all rights afforded the obligee with respect thereto (with respect to Current Delinquencies, to the extent of Seller’s pro-rata entitlement thereto), whereupon Seller shall be entitled to take such steps, including the right to file suit, as Seller in its sole and absolute discretion deems necessary or appropriate to collect such sums, excepting only the right to dispossess any tenant still in possession of its further right to occupy the premises demised to it. Such assignment shall be effective automatically, without the need for execution or delivery of any instrument of assignment. Upon request of Seller, however, Purchaser shall execute and deliver to Seller such instrument(s) as Seller may reasonably request to confirm such assignment. Purchaser shall, at no cost to Purchaser, cooperate with Seller in any manner reasonably requested by Seller in connection with any such collection effort. Purchaser shall keep and maintain at all times full and accurate books of account and records adequate to reflect correctly total rental and other payments collected under each of the Leases, and all such books and records shall be kept an...
Post-Closing Collections. (a) If, at the Closing, any fixed rents (including electricity, if applicable) are unpaid, Purchaser agrees that the first moneys received by it from such Tenant shall be received and held by Purchaser in trust, and shall be disbursed as follows:
(i) First, on account of fixed rent (including electricity, if applicable) in respect of the month in which the Closing occurs (the “Current Month”), to be apportioned between Seller and Purchaser, as provided in Section 2.5;
(ii) Next, to Purchaser in an amount equal to all fixed rents (including electricity, if applicable) owing by such Tenant to Purchaser in respect of all periods after the Current Month;
(iii) Next, to Seller, in an amount equal to all fixed rents (including electricity, if applicable) owing by such Tenant to Applicable Party in respect of all periods prior to the Current Month; and
(iv) the balance, if any, to Purchaser. Each party agrees to remit reasonably promptly to the other the amount of such rents, additional rents or any other amounts to be apportioned pursuant to this Agreement to which such party is so entitled and to account to the other party monthly in respect of same. Seller shall have the right from time to time for a period of three hundred sixty-five (365) days following the Closing, on reasonable prior notice to Purchaser, to review Purchaser’s rental records with respect to the Assets to ascertain the accuracy of such accountings.
(b) If the Closing shall occur prior to the time when any rental payments for fuel pass-alongs, so-called escalation rent or charges based upon real estate taxes, operating expenses, labor costs, cost of living or consumer price increases, a percentage of sales or like items (collectively, “Overage Rent”) are payable for any period which includes the period prior to the Closing, then such Overage Rent for the applicable accounting period in which the Closing occurs shall be apportioned subsequent to the Closing. Purchaser agrees that it will receive in trust and pay over to Seller, within five (5) days after Purchaser’s receipt thereof, a pro-rated amount of such Overage Rent paid subsequent to the Closing by such Tenant based upon the portion of such accounting period which occurs prior to the Closing (to the extent not theretofore collected by the Applicable Party on account of such Overage Rent prior to the Closing), and shall account to Seller in respect of the same. If, prior to the Closing, the Applicable Party shall collect any sums on acco...
Post-Closing Collections. Purchaser shall use its best efforts during the four (4) month period immediately following Closing to collect and promptly remit to Seller rents or other amounts due Seller for the period prior to Closing. Purchaser shall apply such rents or other amounts received after the Closing Date, first for the account of Purchaser for amounts currently due to Purchaser; second, to Seller for any and all amounts due to Seller for periods prior to Closing; and the balance to be retained by Purchaser. If Purchaser uses its best efforts to collect past-due amounts owed to Seller for the first four (4) months after Closing but is unsuccessful, Seller shall have the right to collect delinquent rents thereafter, but in no event shall Seller have the right to evict any tenant or terminate any tenant’s lease. This Section shall survive the Closing.
Post-Closing Collections. After the applicable Closing, Buyer shall make a good faith effort to collect any revenues not collected as of the applicable Closing Date on Seller’s behalf and to tender the same to Seller upon receipt. Buyer shall not have an exclusive right to collect the revenue due Seller and Seller hereby retains its rights to pursue claims against any party for sums due with respect to periods prior to the applicable Closing Date. The terms of this Section 6.1 shall survive the applicable Closing and not be merged therein.
Post-Closing Collections. (a) On and following the Closing Date but subject to Section 5.5(c), Parent shall have the right to retain all collections otherwise payable to TDR on the receivables described in Exhibit A hereto and to offset on a dollar-for-dollar basis these amounts against amounts owed to Parent or its affiliates (other than TDR) by TDR. Purchaser shall not take (nor permit TDR to take) any action to hinder such collection and application.
(b) As of the date hereof, Schering-Plough has ordered from Parent compounds valued at $1,598,284 and represented by Purchase Order 0000303433 dated March 14, 2007, of which approximately $471,872 remains to be shipped and billed (the “Pending Order”). Parent shall bill the Pending Order on the same basis as it has billed the initial portion of the order and similar orders prior to the date hereof. Subject to Section 5.5(c), Parent shall be entitled to retain the full proceeds of the Pending Order. The parties agree that these receipts shall be applied to prior unpaid advances and that the Parent shall also forgive $20,000 of unpaid advances as compensation to TDR for costs to be incurred in finishing this order.
(c) The maximum amount to which Parent and its affiliates shall be entitled under this Section 5.5 shall be $1.8 million. To the extent that Parent and its affiliates received any amounts under this Section 5.5 in excess of $1.8 million, Parent shall promptly remit such excess amount to Purchaser. On the Closing Date all amounts held by Parent representing collections of receivables referenced on Exhibit A (for purposes of illustration only, approximately $1.2 million) shall be applied, dollar for dollar, to reduce the balance owed under this Section 5.5(c).
