Payment of Excess Clause Samples

Payment of Excess. If the Net Working Capital as finally determined pursuant to Section 4.2(a) above (the “Final Amount”) is greater than the Net Working Capital Target, then the Buyer shall promptly (but in any event within five days) deliver to the Seller such excess by wire transfer of immediately available funds to an account or accounts designated by the Seller.

Payment of Excess. Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Operating Expenses (defined in Section 5.2 below) for each calendar year during the Term exceed Operating Expenses for the Base Year (the “Operating Expense Excess”) and also the amount, if any, by which Real Estate Taxes (defined in Section 5.3 below) for each calendar year during the Term exceed Real Estate Taxes for the Base Year (the “Real Estate Tax Excess”). Landlord shall have the right, from time to time, to equitably allocate some or all of the Operating Expenses among different tenants of the Building or Project (“Cost Pools”). Such Cost Pools may include, but shall not be limited to, Project-wide Operating Expenses (whether incurred by reciprocal easement agreement, common area agreement or otherwise) and Building specific expenses. If the Building is not at least 95% occupied during any calendar year or if Landlord is not supplying services to at least 95% of the total rentable square footage of the Building at any time during a calendar year, Operating Expenses shall be determined as if the Building had been 95% occupied and Landlord had been supplying services to 95% of the rentable square footage of the Building during that calendar year. If Tenant pays for its Pro Rata Share of Operating Expenses based on increases over a “Base Year” and Operating Expenses for a calendar year are determined as provided in the prior sentence, Operating Expenses for the Base Year shall also be determined as if the Building had been 95% occupied and Landlord had been supplying services to 95% of the rentable square footage of the Building. The extrapolation of Operating Expenses under this Section shall be performed by appropriately adjusting the cost of those components of Operating Expenses that are impacted by changes in the occupancy of the Building. Notwithstanding the foregoing, when calculating Operating Expenses for the Base Year, Operating Expenses shall not include market-wide labor-rate increases due to extraordinary circumstances, including, but not limited to, boycotts and strikes and utility rate increases due to extraordinary circumstances, including, but not limited to, conservation surcharges, boycotts, embargoes or other shortages. If Operating Expenses and/or Real Estate Taxes in any calendar year decrease below the amount of Operating Expenses and/or Real Estate Taxes for the Base Year, Tenant’s Pro Rata Share of Operating Expenses and/or Real Estate Taxes, as the case...

Payment of Excess. If the Net Working Capital as finally determined under Section 2.08 (the “Final Amount”) is greater than the Net Working Capital PEG, then Purchaser will promptly (not later than five business days) release to Vendors the Holdback Shares plus any such excess by the issuance of additional Purchaser Shares in accordance with their respective Vendors’ Instructions (with each such Vendor’s entitlement being equal to such Vendor’s Proportionate Share of such excess amount), which will be deemed an adjustment to and an increase in the Purchase Price.