Prepaid Revenues Sample Clauses

Prepaid Revenues. The Purchase Price shall be payable by wire transfer of immediately available funds to Seller for the balance of the Purchase Price to such account (or accounts) as Seller shall designate in written instructions to ATS delivered not later than two (2) business days prior to the Closing. The parties agree that BIA Consulting, Inc. shall promptly conduct and prior to the Closing complete an appraisal of the Seller Assets which shall be the basis for an allocation schedule (the "Tax Allocation Schedule") pursuant to which the Purchase Price shall be allocated among the Seller Assets. Each of Seller and ATS shall report the purchase and sale of the Seller Assets and the Seller Business and the other Transactions in accordance with the Tax Allocation Schedule for purposes of all federal, state and local Tax Returns and shall not take, and shall cause their respective Affiliates, representatives, successors and assigns not to take, any position on any federal, state or local Tax Return or report, inconsistent with such reporting position. Each of Seller and ATS shall promptly give the other notice of any disallowance of or challenge to such reporting by any Taxing Authority. Notwithstanding the provisions of this Section, the parties to this Agreement will rely solely on their own advisors in determining the tax consequences of the transactions contemplated by this Agreement and each party is not relying, and will not rely, on any representations or assurances of any other party regarding such consequences other than the representations, warranties, covenants and agreements set forth in writing in this Agreement or furnished pursuant to the provisions hereof.
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Prepaid Revenues. The term "Interim Adjustment" shall mean an amount equal to the aggregate amount actually incurred by Diablo from and after November 1, 1996 and prior to the Closing Date with respect to the completion of construction projects and site development projections (a) described in Section 2.3 of the Diablo Disclosure Schedule or (b) acquired after the date of this Agreement in accordance with the provisions of this Agreement, including without limitation Section 5.6, and capital improvements to, but not personnel costs, maintenance or other expenses items of, existing communication sites, in all cases, which ATS shall have approved in writing prior to their incurrence or commitment by Diablo. Section 2.3(a) of the Diablo Disclosure Schedule sets forth a description of the items constituting a part of the Interim Adjustment for the period ended as of a date not more than five (5) days prior to the date of this Agreement. The Purchase Price shall be payable by (a) delivery and cancellation of the Interim Financing Note and the Additional Compensation Certificates (as defined in the Note Agreement) (valued for such purposes at an amount equal to the unpaid principal amount of the Interim Financing Notes, plus accrued and unpaid interest to the Closing Date), (b) ATS instructing the Escrow Agent to deliver the Escrow Deposit (together with interest and other increments thereto) to Diablo, (c) crediting against the Purchase Price amounts paid by ATS pursuant to the amendment included as part of the Letter of Intent, and, the balance, (d) wire transfer of immediately available funds (i) to the Indemnity Escrow Agent (or as it may designate) pursuant to the provisions of the Indemnity Escrow Agreement in the amount of $100,000 (together with interest and earnings thereon, the "Indemnity Escrow Fund") and (ii) to Diablo or, to the extent provided in Section 2.5, the "qualified intermediary" designated pursuant to the provisions of Section 2.5, for the balance of the Purchase Price to such account (or accounts) as Diablo shall designate in written instructions to ATS delivered not later than two (2) business days prior to the Closing. Although the parties believe that the value of the tangible personal property (other than goodwill, Governmental Authorizations, Private Authorizations and Contracts) constituting a part of the Diablo Assets approximate their depreciated book value, ATS shall have the right, at its sole discretion, to engage BIA Consulting, Inc. to promptl...
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Prepaid Revenues. All prepaid Revenues pertaining to the Golf Course shall be prorated as of the Proration Time. Purchaser shall have a right to and shall receive an amount equal to any Revenues relating to the Golf Course for periods accruing from and after the Proration Time and actually collected by the Tenant prior to the Closing Date. The right to collect and keep such Revenues relating to the Golf Course from and after the Closing Date (whether such Revenues apply to periods prior to or after the Proration Time) shall be assigned to and assumed by the Purchaser on the Closing Date, and Tenant shall promptly remit to Purchaser any such Revenues received by Tenant on or after the Closing Date.
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Prepaid Revenues. The Purchase Price shall be payable (a) by ATS instructing the Escrow Agent to deliver the Escrow Deposit (together with interest and other increments thereto) to Seller and, (b) by wire transfer of immediately available funds to Seller for the balance of the Purchase Price to such account (or accounts) as Seller shall designate in written instructions to ATS delivered not later than two (2) business days prior to the Closing.
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Prepaid Revenues. Prepaid amounts received by the Seller, in respect of the Hotel Business or the Hotel Assets including prepaid rents, security deposits and any other amounts paid in advance by Tenants, prepaid amounts and deposits in respect of Block Reservations and other advance bookings, parking spaces and all other prepaid amounts and prepaid room commissions for services to be provided on or after the Closing Date shall be credited to the Purchaser.
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Prepaid Revenues. The term "Interim Adjustment" shall mean an amount equal to the aggregate amount actually incurred by Diablo from and after November 1, 1996 and prior to the Closing Date with respect to the completion of construction projects and site development projections (a) described in Section 2.3 of the Diablo Disclosure Schedule or (b) acquired after the date of this Agreement in accordance with the provisions of this Agreement, including without limitation Section 5.6, and capital improvements to, but not personnel costs, maintenance or other expenses items of, existing communication sites, in all cases, which ATS shall have approved in writing prior to their incurrence or commitment by Diablo. Section 2.3(a) of the Diablo Disclosure Schedule sets forth a description of the items constituting a part of the Interim Adjustment for the period ended as of a date not more than five (5) days prior to the date of this Agreement. The Purchase Price shall be payable by (a) delivery and cancellation of the Interim Financing Note and the Additional Compensation Certificates (as defined in the Note Agreement) (valued for such purposes at an amount equal to the unpaid principal amount of the Interim Financing Notes, plus accrued and unpaid interest to the Closing Date), (b) ATS instructing the Escrow Agent to deliver the Escrow Deposit (together with interest and other increments thereto) to
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Prepaid Revenues. The Company has not collected or received any prepaid revenues with respect to the Company Business.
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Related to Prepaid Revenues

  • Prepaid Rent Tenant shall, upon execution of this Lease, pay to Landlord the amount set forth in Article 1 as "First Month's Prepaid Rent" as prepayment of rent for credit against the first payment of Base Monthly Rent due hereunder.

  • Gross Revenues All revenues, receipts, and income of any kind derived directly or indirectly by Lessee from or in connection with the Hotel (including rentals or other payments from tenants, lessees, licensees or concessionaires but not including their gross receipts receipts and not including rentals or other payments under Space Leases) whether on a cash basis or credit, paid or collected, determined in accordance with generally accepted accounting principles, excluding, however: (i) funds furnished by Lessor, (ii) federal, state and municipal excise, sales, and use taxes collected directly from patrons and guests or as a part of the sales price of any goods, services or displays, such as gross receipts, admissions, cabaret or similar or equivalent taxes and paid over to federal, state or municipal governments, (iii) the amount of all credits, rebates or refunds to customers, guests or patrons, and all service charges, finance charges, interest and discounts attributable to charge accounts and credit cards, to the extent the same are paid to Lessee by its customers, guests or patrons, or to the extent the same are paid for by Lessee to, or charged to Lessee by, credit card companies, (iv) gratuities or service charges actually paid to employees, (v) proceeds of insurance and condemnation, (vi) proceeds from sales other than sales in the ordinary course of business, (vii) all loan proceeds from financing or refinancings of the Hotel or interests therein or components thereof, (viii) judgments and awards, except any portion thereof arising from normal business operations of the Hotel, and (ix) items constituting “allowances” under the Uniform System.

  • Prepaid Expenses To the extent Expenses have been paid prior to the Closing Date for the rental period in which the Closing occurs, Seller shall account to Buyer for such prepaid Expenses, and Seller shall be credited for the amount of such prepaid expenses applicable to the period after the Closing Date.

  • Collect Revenues, Apply Accounts Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender.

  • Net Sales Proceeds In the case of a transaction described in clause (A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (B) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (C) of such definition, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (E) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in the last sentence of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one or more Assets within 180 days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company in connection with such transaction or series of transactions. Net Sales Proceeds shall also include any consideration (including non-cash consideration such as stock, notes, or other property or securities) that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale, valued in the reasonable determination of the Company. Net Sales Proceeds shall not include any reserves established by the Company in its sole discretion.

  • Net Deposits As an administrative convenience, unless the Servicer is required to remit collections within two Business Days of the Posted Date, the Servicer will be permitted to make the deposit of collections net of distributions, if any, to be made to the Servicer with respect to the Collection Period. The Servicer, however, will account to the Trustee, the Indenture Trustee, the Noteholders and the Certificateholders as if all deposits, distributions and transfers were made individually.

  • Accounts Receivable and Accounts Payable 7 (a) General.....................................................7 (b)

  • Prepaid Items Any prepaid items, including, without limitation, fees for licenses which are transferred to the Purchaser at the Closing and annual permit and inspection fees shall be apportioned between the Seller and the Purchaser at the Closing.

  • Minimum Revenue Borrower and its Subsidiaries shall have annual Revenue from sales of the Product (for each respective calendar year, the “Minimum Required Revenue”):

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