Closing Procedures Adjustments Sample Clauses

The "Closing Procedures; Adjustments" clause outlines the steps and financial reconciliations required to finalize a transaction, typically in real estate or business asset sales. It details the process for transferring ownership, including the exchange of documents, payment of the purchase price, and the allocation of costs such as taxes, utilities, or rents up to the closing date. By specifying these procedures and adjustments, the clause ensures both parties have a clear understanding of their obligations at closing and that all financial matters are settled fairly, preventing disputes over post-closing liabilities or entitlements.
Closing Procedures Adjustments. Closing 14 3.2 Payment at Closing 14 3.3 Adjustment of Purchase Price 15 3.4 Proration; Other Closing Date Adjustments 15 3.5 Seller Deliveries 16 3.6 Purchaser Deliveries 17 3.7 Delivery of the Loan Documents 18 3.8 Owned Real Property Filings 18 3.9 Allocation of Purchase Price 18 ARTICLE 4 TRANSITIONAL MATTERS 4.1 Transitional Arrangements 19 4.2 Customers 20 4.3 ACH Debit or Credit Transactions 21 4.4 Wires 22 4.5 Access to Records 23 4.6 Interest Reporting and Withholding 23 4.7 Negotiable Instruments 24 4.8 ATM/Debit Cards; POS Cards 24
Closing Procedures Adjustments. 3.1 Closing ...............................................................................................................................13 3.2 Payment at Closing ............................................................................................................13 3.3
Closing Procedures Adjustments. Closing 13 3.2 Payment at Closing 13 3.3 Adjustment of Purchase Price 14 3.4 Proration; Other Closing Date Adjustments 14 3.5 Seller Deliveries 15 3.6 Purchaser Deliveries 16 3.7 RESERVED 16 3.8 Agreements Regarding Owned Real Property 16 3.9 Allocation of Purchase Price 17 4.1 Transitional Arrangements 18 4.2 Customers 18 4.3 ACH Debit or Credit Transactions 20 4.4 Wires 21 4.5 Access to Records 21 4.6 Interest Reporting and Withholding 22 4.7 Negotiable Instruments 22 4.8 ATM/Debit Cards; POS Cards 22 4.9 Data Processing Conversion for the Branches and Handling of Certain Items 23 4.10 Infrastructure Installation 24 4.11 Employee Training 26 4.12 Night Drop Equipment 27 4.13 Expenses Relating to Transitional Matters 27 4.14 Access to the Branches on the Closing Date 27 4.15 Customer Claims 27 5.1 Corporate Organization and Authority 28 5.2 No Conflicts 28 5.3 Approvals and Consents 29 5.4 Leases 29 5.5 Litigation and Undisclosed Liabilities 29 5.6 Regulatory Matters 30 5.7 Compliance with Laws 30 5.8 RESERVED 30 5.9 Records 30 5.10 Title to Assets 30 5.11 Deposits 30 5.12 Environmental Laws; Hazardous Substances 31 5.13 Brokers’ Fees 31 5.14 Property 31 5.15 Absence of Certain Changes 32 5.16 Employee Benefit Plans; Labor Matters 32 5.17 Available Funds 33 5.18 Limitations on Representations and Warranties 33 6.1 Corporate Organization and Authority 33 6.2 No Conflicts 33 6.3 Approvals and Consents 34 6.4 Regulatory Matters 34 6.5 Litigation and Undisclosed Liabilities 35 6.6 Operation of the Branches 35 6.7 Brokers’ Fees 35 6.8 Financing to be Available 35 6.9 Limitations on Representations and Warranties 35
Closing Procedures Adjustments. 3.1 Closings..................................................................................................................................20 3.2
Closing Procedures Adjustments. Closing 12 3.2 Payment at Closing 12 3.3 Adjustment of Purchase Price 12 3.4 Proration; Other Closing Date Adjustments 14 3.5 Seller Deliveries 14 3.6 Purchaser Deliveries 16 3.7 Delivery of the Loan Documents 17 3.8 Collateral Assignments and Filing 17 3.9 Owned Real Property Filings 17 3.10 Allocation of Purchase Price 18 3.11 Additional Loans 19 4.1 Transitional Arrangements 19 4.2 Customers 20 4.3 Direct Deposits 21 4.4 Direct Debits 22 4.5 Escheat Deposits 22 4.6 Access to Records 23 4.7 Interest Reporting and Withholding 23 4.8 Negotiable Instruments 24 4.9 ATM/Debit Cards; POS Cards 24 4.10 Data Processing Conversion for the Branches and Handling of Certain Items 24 4.11 Information Regarding Mortgage Loans 26 4.12 Employee Training 26
Closing Procedures Adjustments. Closing.......................................................................................................................................... 14 3.2 Payment at Closing...................................................................................................................... 15 3.3 Adj ustment of Purchase Price.....................................................................................................15 3.4 Proration; Other Closing Date Adjustments.............................................................................16 3.5
Closing Procedures Adjustments 

Related to Closing Procedures Adjustments

  • Closing Adjustments Adjustments to the Purchase Price shall be made between Seller and Purchaser and shall be prorated on a per diem basis as of the Closing Date. The Closing Date shall be a day of income and expense for Purchaser. The following items shall be prorated and adjusted between Seller and Purchaser as of the Closing Date, except as otherwise specified: 9.1 Prepaid rents and other prepaid charges collected by Seller from Tenant for the month of Closing shall be prorated by credit to Purchaser. Rents and other charges which relate to periods prior to Closing which have not been collected as of Closing (collectively "Delinquent Rents") shall not be prorated. Seller shall have the right to collect Delinquent Rents from Tenant, which may include legal proceedings against Tenant as Seller deems appropriate, provided no such action shall demand possession or termination of the Lease. Any rents collected after closing shall be applied against the receivable as indicated by Tenant, provided if not specifically identifiable, rents collected after Closing from Tenant shall be applied: (i) first, rents due for the month in which such payment is received, (iii) second, to rents attributable to any period after Closing which are past due on the date of receipt, and (iv) third, to Delinquent Rents. After Closing, Seller shall promptly remit to Purchaser any rents received relating to periods after Closing and Purchaser shall promptly remit to Seller any Delinquent Rents received. The provision of this Section 9.1 shall survive Closing. 9.2 Real estate taxes, water, electricity, sewer, gas, telephone and other utilities and charges which are paid directly by Tenant under the Lease shall not be prorated. 9.3 To the extent that errors are discovered in, or additional information becomes available with respect to, the prorations and allocations made at Closing, Seller and Purchaser agree to make such post-Closing adjustments as may be necessary to correct any inaccuracy; however, all prorations (except for prorations and allocations of (i) ad valorem taxes, (ii) tenant reimbursables of taxes and operating expenses, as applicable and (iii) prorations or allocations that are then currently in dispute) shall be final no later than six (6) months after Closing.

  • Price Adjustments 17.1 Prices for Goods/Services supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements/Works Order annexed hereto. 17.2 No less than 2 [two] months prior to any proposed Price adjustment, the Parties shall commence negotiations for Prices for the next period or as otherwise indicated in Schedule 1 hereto. The Parties shall have regard for market-related pricing of equivalent goods, continuous improvement initiatives, costs [including labour, raw materials and transport/delivery], order size and frequency and changes to the specification of the Goods/Services. 17.3 Pursuant to clause 17.2 above, the Supplier/Service Provider shall keep full and accurate records of all costs associated with the supply of the Goods/Services to Transnet, in a form to be approved in writing by Transnet. The Supplier/Service Provider shall produce such records to Transnet for inspection at all reasonable times on request and such records may, at Transnet's option, be audited by Transnet or its designated representatives. 17.4 Should Transnet and the Supplier/Service Provider fail to reach an agreement on Price for the successive period, either Party shall be entitled to submit this matter to dispute resolution in accordance with clause 32 of the Master Agreement [Dispute Resolution]. 17.5 If during the period of this Agreement Transnet can purchase similar Goods/Services of a like quality from another supplier at a total delivered cost to a Transnet facility that is lower than the total delivered cost of the Goods/Services purchased hereunder from the Supplier/Service Provider, Transnet may notify the Supplier/Service Provider of such total delivered cost and the Supplier/Service Provider shall have an opportunity to adjust the Price of the Goods/Services purchased hereunder, on such a basis as to result in the same total delivered cost to Transnet, within 30 [thirty] calendar days of such notice. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from such other supplier in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; (ii) terminate this Agreement without any penalty, liability or further obligation; or (iii) continue purchases under this Agreement. 17.6 If during the period of this Agreement the Supplier/Service Provider sells any materials which are the same as, equivalent to, or substantially similar to the Goods/Services herein, at a total delivered cost to a third party lower than the total delivered cost to a Transnet facility, then the Supplier/Service Provider has an opportunity to adjust its Price for the Goods/Services purchased hereunder within 30 [thirty] calendar days so that the Price is the same or lower than the total delivered cost of such third party. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from any other such supplier, in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; or

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.