Purchase of Prepaid Expenses and Operating Inventory Sample Clauses

Purchase of Prepaid Expenses and Operating Inventory. (a) The purchase price of the Prepaid Expenses and the Operating Inventory shall be the sum of the values determined in accordance with Section 1.7(b) and Section 1.7(c) (the "Purchase Price").
Sample 1
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Purchase of Prepaid Expenses and Operating Inventory. (a) The purchase price for the Assets shall be an amount equal to the value as of the Closing Date of i) the Cash and Cash Equivalents, ii) the Patient Receivables, iii) the Prepaid Expenses, iv) the Operating Inventory and v) an amount equal the amount necessary, if any, when added to the value of i) through iv) to equal to the amount owed by Lessor to Lessee under that certain Interim Management Services Agreement dated as of March 9, 1998, as amended (the "Interim Management Agreement"), whether evidenced by promissory notes or otherwise (the "Additional Purchase Price") (together, the "Purchase Price"). The Purchase Price shall be payable by Lessee to Lessor at Closing by offsetting such amount against the amount owed by Lessor to Lessee under the Interim Management Agreement, whether evidenced by promissory notes or otherwise.
Sample 1

Related to Purchase of Prepaid Expenses and Operating Inventory

  • 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.

  • Inventory Adjustment (a) No more than three (3) days prior to Closing, a physical count of all saleable inventory, raw materials, castings, grates and other ancillary products included in the Seller Assets (the “Closing Inventory”) shall be carried out at the Designated Plants by representatives of each of the Seller and the Purchaser, which physical count shall be carried out in a manner mutually agreed upon by the parties. For the purposes of this Section 3.1(a), “saleable” inventory shall mean (i) finished goods, which are of first quality and saleable in the ordinary course without discount, and (ii) all raw materials, castings, grates and other ancillary products that are useable in the production of pipe and precast products or otherwise suitable for resale, unless obsolete, damaged or cosmetically impaired. The representatives of each of the Purchaser and the Seller shall attempt, in good faith, to resolve any disputes which may arise during the physical count of the inventory. Upon completion of the physical count of the inventory, the representatives of each of the Seller and the Purchaser shall agree upon and execute a statement setting forth either (i) the final physical count of the inventory in the event that the representatives agree on such final physical count or (ii) the final physical count of the inventory of each of the Seller and the Purchaser in the event that the representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Disputed Seller Inventory Items”) therein. The value of Closing Inventory shall be determined in accordance with the Inventory Methodology. In the event that there are any Disputed Seller Inventory Items, such Disputed Seller Inventory Items shall be resolved following the Closing pursuant to the dispute resolution procedures set forth in Section 3.2 and the final physical count agreed to by the parties or resolved pursuant to Section 3.2 shall be final and binding on the parties, including for purposes of determining the Closing Inventory. (b) No later than 90 days after the Closing Date (or if such day is not a Business Day, the next Business Day), the Purchaser shall deliver to the Seller a certificate executed by the

  • As to Equipment and Inventory The Grantor hereby agrees that it shall

  • Closing Costs and Prorations All recording fees, escrow fees, and other closing costs (except documentary transfer taxes as provided in Section 3.5(c) above) shall be allocated according to custom and practice based on the location of the Property. All income and expenses of the Property shall be prorated according to custom and practice based on the location of the Property.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Waiver of Inventory, Accounting and Appraisal Requirement The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee file any inventory, accounting or appraisal of the Trust with any court, agency or body at any time or in any manner whatsoever.

  • Remaining Inventories Xencor shall have the right to purchase from MorphoSys (or its Affiliate) all of the inventory of Licensed Products held by MorphoSys (or its Affiliate) as of the effective date of termination at a price equal to MorphoSys’ (or its Affiliate’s) fully burdened manufacturing cost, determined in accordance with GAAP.

  • Collection of Taxes, Assessments and Similar Items; Escrow Accounts (a) To the extent required by the related Mortgage Note and not violative of current law, the Master Servicer shall establish and maintain one or more accounts (each, an "Escrow Account") and deposit and retain therein all collections from the Mortgagors (or advances by the Master Servicer) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Master Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law.

  • Other Sales-Related Expenses Expenses of distributing the Portfolio's shares and the Contracts will be paid by Contracts Distributor and other parties, as they shall determine by separate agreement.

  • Property Cash Flow Allocation (a) During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:

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