Qualified Payments Clause Samples
The "Qualified Payments" clause defines the specific criteria that payments must meet to be considered valid or acceptable under the terms of an agreement. Typically, this clause outlines requirements such as the timing, method, and conditions under which payments are made, for example, specifying that only payments made by wire transfer within a certain period qualify. Its core practical function is to ensure that both parties have a clear understanding of what constitutes a proper payment, thereby reducing disputes and ensuring smooth financial transactions.
Qualified Payments. Qualified Payments" means all payments received by Landlord from time to time during the Term from any party (1) under any casualty insurance policy as a result of damage to the Leased Property, (2) as compensation for any restriction placed upon the use or development of the Leased Property or for the condemnation of the Leased Property or any portion thereof, (3) because of any judgment, decree or award for injury or damage to the Leased Property or (4) under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Leased Property; provided, however, that (x) in determining Qualified Payments, there shall be deducted all expenses and costs of every kind, type and nature (including taxes and Attorneys' Fees) incurred by Landlord with respect to the collection of such payments, (y) Qualified Payments shall not include any payment to Landlord by a Participant or an Affiliate of Landlord that is made to compensate Landlord for the Participant's or Affiliate's share of any Losses Landlord may incur as a result of any of the events described in the preceding clauses (1) through (4) and (z) Qualified Payments shall not include any payments received by Landlord that Landlord has paid to Tenant for the restoration or repair of the Leased Property or that Landlord is holding as Escrowed Proceeds. For purposes of computing the total Qualified Payments (and other amounts dependent upon Qualified Payments, such as Stipulated Loss Value and the Outstanding Construction Allowance) paid to or received by Landlord as of any date, payments described in the preceding clauses (1) through (4) will be considered as Escrowed Proceeds, not Qualified Payments, until they are actually applied as Qualified Payments by Landlord, which Landlord will do upon the first Advance Date or Base Rent Date which is at least three (3) Business Days after Landlord's receipt of the same unless postponement of such application is required by other provisions of this Lease or consented to by Tenant in writing. Thus, for example, condemnation proceeds actually received by Landlord in the middle of a Base Rent Period will not be considered as having been received by Landlord for purposes of computing the total Qualified Payments unless and until actually applied by Landlord as a Qualified Payment on a subsequent Base Rent Date in accordance with Paragraph 4 below. (Landlord shall have no obligation to readvance any portion of the Outstandin...
Qualified Payments. This Settlement Statement as delivered to the Buyer shall be final for purposes of this Agreement unless, within ten (10) days after delivery to the Buyer, the Buyer shall deliver to the Selling Entities a Dispute Notice. After delivery of a Dispute Notice, the Selling Entities and Buyer shall promptly negotiate in good faith with respect to the subject of the Dispute Notice, and if they are unable to reach an agreement within fifteen (15) business days after delivery to the Buyer of the Dispute Notice, the dispute shall be submitted to the Independent Auditor. The Independent Auditor shall be directed to issue a final and binding decision within fifteen (15) days of submission of the Dispute Notice, as to the issues of disagreement referred to in the Dispute Notice and not resolved by the parties. The Settlement Statement, as so adjusted by agreement or by the Independent Auditor (if required), shall be final and binding on the parties. Within five (5) days after final determination of the Settlement Statement the Selling Entities shall pay Buyer the Adjustment Amount.