Adjustment Point definition

Adjustment Point shall have the meaning assigned thereto in Article 10.

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Adjustment Point shall have the meaning set forth in Article 6.

Adjustment Point. 11:59 PM the day prior to the Closing Date.

Examples of Adjustment Point in a sentence

• All vending machine proceeds shall be counted as close to the Adjustment Point as possible.

• The Rooms Ledger for the Hotel for registered guests (who have not checked out and were occupying rooms as of the Adjustment Point), including any sales taxes, room taxes, occupancy taxes or other taxes thereon for nights prior to the Adjustment Point shall be credited to Hersha Owner at Closing.

• Owner JV shall receive a credit at Closing for revenue received by Hersha Owner prior to the Adjustment Point for Advance Bookings made during Hersha Owner’s period of ownership of the Property.

• In addition, Hersha Owner and Owner JV agree that expenses under Contracts which will constitute ongoing construction, capital improvement and other similar work shall be allocated to Hersha Owner as to work completed prior to the Adjustment Point (and applicable retainage related thereto), and shall be allocated to Owner JV as to work completed from and after the Adjustment Point (and applicable retainage related thereto).

• Except as expressly provided for herein or in the Conveyance Documents, Owner JV and Lessee JV shall not be obligated to assume any of the liabilities or obligations of Hersha Owner and Hersha Lessee which accrued or are attributable to the period prior to the Adjustment Point.

• Any utilities not read or billed as of the Closing Date will be prorated as of the Adjustment Point based on estimates at Closing, and adjusted after Closing once the final amounts are known.

• If there has been an under billing or under-estimation, the additional amount shall be billed by Purchaser to the tenants and any amount received by Purchaser, net of costs of collection, if any, to the extent properly allocable to periods prior to the Adjustment Point shall promptly be paid by Purchaser to Seller (or such parties as may be directed by Seller).

• All prepaid Rents for periods of occupancy after the Adjustment Point shall be credited to Purchaser at Closing.

• If there has been an over billing or over-estimation and an over billed/estimated amount has been received, Seller shall, promptly after request by Purchaser, pay to Purchaser the portion of such over billed/estimated amount which is properly allocable to the period prior to the Adjustment Point (to the extent such amount was actually received), and promptly thereafter Purchaser shall reimburse the entire over billed/estimated amount to the tenants which paid the same.

• Any Minimum Rents received after the Adjustment Point by Seller, if for a period after the Adjustment Point, shall be promptly transferred by Seller to Buyer.

More Definitions of Adjustment Point

Adjustment Point shall have the meaning assigned thereto in Article X.

Adjustment Point shall have the meaning set forth in Article VI.

Adjustment Point shall have the meaning set forth in Article 6. "Allocated Price" - shall have the meaning set forth in Section 12.1. "Anchor" - shall mean a Tenant or Adjoining Owner occupying a store containing more than 50,000 square feet of gross leasable area. "Appurtenances" - shall mean, with respect to each Mall and the applicable Land, all right, title and interest, if any, of Equitable in and to the following: all land lying in the bed of any street, highway, road or avenue, open or proposed, public or private, in front of or adjoining the Land, to the center line thereof; all rights of way, highways, public places, easements, appendages, appurtenances, sidewalks, alleys, strips and gores of land adjoining or appurtenant to the Land which are now or hereafter used in connection with the Mall; all awards to be made in lieu of any of the foregoing (other than any condemnation award made as a result of the pending condemnation (or agreement in lieu thereof) of a portion of the Lindale Mall), or for damages to the Land by reason of the change of grade of any street, highway, road or avenue; and (d) all easements, rights and privileges benefiting the applicable Land, including, without limitation, those under the applicable Operating Agreements. "B▇▇▇ of Sale" - shall mean each b▇▇▇ of sale to the Personal Property to be delivered at the Closing as provided in subsection 7.1.3. "Broker" - shall have the meaning set forth in Section 15.1. "Business Day" - shall mean any day other than a Saturday, a Sunday or a day on which national banking institutions located in New York City are authorized or required to close. 02 "Casualty" - shall mean any damage to or destruction of any Mall or any portion thereof caused by fire or other casualty, whether or not insured. "Closing" - shall mean the closing of the sale of the Malls by Equitable to Purchaser provided for in Article 5. "Closing Date" - shall have the meaning set forth in Section 5.1. "Deed"- shall have the meaning set forth in subsection 7.1.1. "Eastland Mall" - shall mean, with respect to the premises described in Exhibit A-1 hereto, collectively, the Land (or, in the case of that portion of the Land which is leased by Equitable under a Ground Lease, Equitable's leasehold interest therein), the Appurtenances, the Improvements, the Personal Property, the Leases, the Operating Agreements, the Other Agreements and the Intangible Personal Property. "Empire East" - shall mean, with respect to the premises described in Exh...

Adjustment Point shall have the meaning set forth in Article IX.

Adjustment Point shall have the meaning set forth in Article VI. "Agreed Value" shall mean (i) $247,412,000 minus (ii) all recording fees and charges payable by Transferee under clause (iii) of Section 16.08(b) (without duplication for any amounts deducted pursuant to Section 3.01), minus (iii) all amounts paid to Broker and counsel for Transferor pursuant to clauses (viii) and (ix) of Section 16.08(b) and minus (iv) 50% of all amounts paid by Transferee under clauses (iv) and (xi) of Section 16.08(b), all subject to further adjustment as provided in the first paragraph of Article VI, in Section 6.02 and as otherwise expressly provided herein.

Adjustment Point shall have the meaning set forth in Section 8.4(b).