Prorations, Credits and Other Adjustments Sample Clauses

Prorations, Credits and Other Adjustments. At Closing, Purchaser and Seller shall prorate all items of income and expense which are customarily prorated between a purchaser and seller for hotel properties comparable to the Hotel, including, without limitation, the prorations and other adjustments provided below, and the net amount consequently owing to Seller or Purchaser shall be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closing. Beginning as close to the anticipated Closing Date as practicable, Seller shall, in consultation with Purchaser and with Purchaser’s reasonable cooperation, cause to be prepared a prorations and credit statement (the “Preliminary Statement”) which shall reflect all of the prorations, credits and other adjustments to the Purchase Price at Closing required under this Section 4.4 or under any other provision of this Agreement. As soon as Purchaser and Seller have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent Purchaser and Seller are unable to agree by Closing on any item on the Preliminary Statement, Seller’s estimation of such item shall be used and such item shall be finally resolved on the Final Statement (defined below) pursuant to Section 4.4.14 below.
Sample 1Sample 2See All (10)
AutoNDA by SimpleDocs
Prorations, Credits and Other Adjustments. At Closing, the Parties shall make the following prorations and other adjustments, with the net amount consequently owing to Sellers or Buyer to be added to or subtracted from the proceeds of the Purchase Price payable to Sellers at Closing as applicable.
Sample 1Sample 2Sample 3See All (4)
Prorations, Credits and Other Adjustments. At Closing, the Parties shall make the prorations and other adjustments provided below, and the net amount consequently owing to Seller or Buyer shall be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closing. As close to the anticipated Closing Date as practical, Seller shall, in consultation with Buyer and with Buyer’s reasonable cooperation and approval, cause to be prepared a prorations and credit statement (the “Preliminary Statement”) which shall reflect all of the prorations, credits and other adjustments at Closing required under this Section 8 or under any other provision of this Agreement, and which shall be used for purposes of Closing adjustments, subject to final adjustments as provided in Section 11. As soon as the Parties have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent the Parties are unable to agree by Closing on any item on the Preliminary Statement, the amount in dispute shall be placed in escrow with the Title Company and such item shall be finally resolved on the Final Statement pursuant to Section 11.
Sample 1
Prorations, Credits and Other Adjustments. (a) At least five (5) days prior to the Closing Date, Sellers shall deliver or cause to be delivered to Purchaser a balance sheet of TLG as of the last day of the month preceding the Closing Date, together with an estimated balance sheet as of the Closing Date, and a statement setting forth, in reasonable detail, Seller’s calculation of the Net Working Capital (“Sellers Estimated Net Working Capital Amount”). Promptly following the Closing, but in no event later than ninety (90) days after the Closing Date, the Purchaser shall deliver or cause to be delivered to the Sellers’ Representative a balance sheet of TLG as of the Closing Date, together with a statement (the “Proposed Closing Statement”) setting forth, in reasonable detail, the Purchaser’s calculation of the Net Working Capital (the “Proposed Net Working Capital Amount”). To the extent reasonably required to complete their review of the Purchaser’s Proposed Closing Statement, upon reasonable prior written notice, the Sellers’ Representative and its representatives shall have reasonable access to all supporting work papers and other documentation used in, and the personnel responsible for preparation of, the Purchaser’s Proposed Closing Statement during normal business hours of TLG. In the event the Sellers’ Representative disputes the correctness of any portion of the Proposed Closing Statement or the Proposed Net Working Capital Amount, the Sellers’ Representative shall notify the Purchaser in writing of its objections within 30 days after receipt of the Purchaser’s Proposed Closing Statement and shall set forth, in writing and in reasonable detail, the reasons for the Sellers’ Representative’s objections (including the amount in dispute and the basis for such dispute) (the “Statement of Objections”). If the Sellers’ Representative fails to deliver such Statement of Objections within the time period required by the preceding sentence, the Sellers’ Representative shall be deemed to have accepted the Purchaser’s calculations and such calculations, the Proposed Closing Statement and each of the amounts set forth on the Proposed Closing Statement shall be final, conclusive and binding. To the extent the Sellers’ Representative objects within the time period contemplated by this Section 2.4(a), the specific items on the Purchaser’s Proposed Closing Statement to which the Sellers’ Representative objects shall be considered to be in dispute, and the Sellers’ Representative shall be deemed to have accepte...
Sample 1
Prorations, Credits and Other Adjustments. Except as otherwise expressly provided in this Agreement, all income and expenses of the Property with respect to the period prior to the Proration Time shall be for the account of Seller and all income and expenses of the Property with respect to the period from and after the Proration Time shall be for the account of Buyer, in all cases without duplication.
Sample 1
Prorations, Credits and Other Adjustments. At Closing, Seller and Purchaser shall make the following prorations and other adjustments, with the net amount consequently owing to or by Seller to be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closing. Expenses of the Property and the Personal Property shall be prorated as of the Closing with Seller liable for all expenses with respect to the period prior to the Closing and Purchaser liable for all expenses with respect to the period from and after the Closing (subject to the terms of the Equipment Lease and Facilities Use Agreement as defined in Section 4.01).
Sample 1
Prorations, Credits and Other Adjustments. At Closing, Buyer and Seller shall prorate all items of income and expense that are customarily prorated between a purchaser and seller for hotel properties comparable to the Hotel, including the prorations and other adjustments provided below, and the net amount consequently owing to Seller or Buyer, as applicable, shall be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closing. Seller and Buyer shall, or shall by mutual agreement designate a third party accountant to, prepare a statement of prorations, credits and other adjustments (the “Closing Statement”) in a mutually acceptable format, with the understanding that any deviations from the requirements of this Section 5.1 shall be “trued-up” in the Post-Closing Statement pursuant to the terms of this Agreement.
Sample 1
AutoNDA by SimpleDocs
Prorations, Credits and Other Adjustments. At Closing, the Investor and the Members shall prorate all items of income and expense which are customarily prorated in a fee transaction in which real property comparable to the Property is transferred in the State of Illinois, including, without limitation, the adjustments referred to in Sections 14.1 and 14.2 above and the pro-rations and other adjustments provided before below. The amount of the Investor Capital Contributions to be funded by the Investor to the Company on the Closing Date shall be adjusted accordingly to reflect such prorations (provided that the same shall not adjust the Investor Capital Contribution under the LLC Agreement). As a general matter, the Members are responsible for one hundred percent (100%) of the expenses, and are entitled to receive one hundred percent (100%) of the income, for any period prior to the 23:59 on the day prior to the Closing Date (the “Apportionment Date”), and the Company is responsible for one hundred percent (100%) of the expenses, and is entitled to receive one hundred percent (100%) of the income, for any period after the Apportionment Date. The Members and the Investor shall cooperate with each other to prepare both the Preliminary Statement and the Final Statement of these pro-rations, credits and other adjustments as contemplated in Section 14.4(vii) hereof (as such terms are defined in Section 14.4(viii) hereof).
Sample 1
Prorations, Credits and Other Adjustments. At Closing, Purchaser and Seller shall prorate all items of income and expense which are customarily prorated between a purchaser and seller for hotel properties comparable to the Hotel including, without limitation, the prorations and other adjustments provided below, and the net amount consequently owing to Seller or Purchaser shall be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closing. Beginning as close to the anticipated Closing Date as practicable, Seller shall, in consultation with Purchaser and with Purchaser’s reasonable cooperation, cause to be prepared a prorations and credit statement (the “Preliminary Statement”) which shall reflect all of the prorations, credits and other adjustments to the Purchase Price at Closing required under this Section 4.4 or under any other provision of this Agreement. As soon as Purchaser and Seller have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent.
Sample 1

Related to Prorations, Credits and Other Adjustments

  • Dilution and Other Adjustments The existence of this Option shall not impair the right of the Partnership or Alliance Holding or their respective partners to, among other things, conduct, make or effect any change in the Partnership’s or Alliance Holding’s business, any issuance of debt obligations or other securities by the Partnership or Alliance Holding, any grant of options with respect to an interest in the Partnership or Alliance Holding or any adjustment, recapitalization or other change in the partnership interests of the Partnership or Alliance Holding (including, without limitation, any distribution, subdivision, or combination of limited partnership interests), or any incorporation of the Partnership or Alliance Holding. In the event of such a change in the partnership interests of the Partnership or Alliance Holding, the Board shall make such adjustments to this Option, including the purchase price specified in Section 1, as it deems appropriate and equitable. In the event of incorporation of the Partnership or Alliance Holding, the Board shall make such arrangements as it deems appropriate and equitable with respect to this Option for the Participant to purchase stock in the resulting corporation in place of the Units subject to this Option. Any such adjustment or arrangement may provide for the elimination of any fractional Unit or shares of stock which might otherwise become subject to this Option. Any decision by the Board under this Section shall be final and binding upon the Participant.

  • Corrective and Other Allocations In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:

  • Capital Adequacy and Other Adjustments In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

  • Taxes and Other Payments 7.1. Unless otherwise specifically provided for in this Agreement, the Company shall not be liable for the payment of taxes or other payments for which the Employee is responsible as result of this Agreement or any other legal provision, and the Employee shall be personally liable for such taxes and other payments.

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Improper and Other Payments (a) Neither the Company, any director, officer, employee thereof, nor any agent or representative of the Company nor any person acting on behalf of any of them, has made, paid or received any unlawful bribes, kickbacks or other similar payments to or from any person or authority, (b) no contributions have been made, directly or indirectly, by the Company to a domestic or foreign political party or candidate; and (c) the internal accounting controls of the Company are believed by the Company’s management to be adequate to detect any of the foregoing under current circumstances.

  • Expenses and Other Payments (a) Except as otherwise provided in this Section 8.3, each party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, whether or not the Merger shall be consummated.

  • Taxes and Other Impositions All ad valorem real property taxes, special taxes, possessory interest taxes, bonds and special lien assessments or other impositions of any kind with respect to the Project, the Project Site and the improvements thereon, charged to or imposed upon either Developer or the District or their respective interests or estates in the Project, shall at all times be paid by District. In the event any possessory interest tax is levied on Developer, its successors and assigns, by virtue of this Facilities Lease or the Site Lease, District shall pay such possessory interest tax directly, if possible, or shall reimburse Developer, its successors and assigns for the full amount thereof within forty-five (45) days after presentation of proof of payment by Developer.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!