PRORATIONS AND CREDITS AT CLOSING Clause Samples

PRORATIONS AND CREDITS AT CLOSING. All prorations provided to be made “as of the Closing Date” shall each be made as of 11:59 P.M. local time on the date immediately preceding the Closing Date. In each proration set forth below, the portion thereof allocable to periods beginning with the Closing Date shall be credited to Purchaser, or charged to Purchaser, as applicable, at Closing or, in the case of allocations made after Closing, upon receipt of such payments or invoice as of the Closing Date. The following items shall, as applicable, be prorated between Purchaser and Seller or credited to Purchaser or Seller:
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PRORATIONS AND CREDITS AT CLOSING. A. Seller shall continue to comply until Closing with the terms of a Reserve Escrow Agreement dated January 1, 1991, as modified by modification to Reserve Escrow Agreement dated January 1, 1994, and by Reserve Pledge Agreement dated December 4, 1996 and the Real Estate Tax Pledge and Security Agreement among Seller, Existing Lender and Boston Mortgage Capital Corp. dated __________ (collectively "Reserve") between Seller and Existing Lender and, subject to the rights of Existing Lender, shall assign any of Seller's rights under the Reserve (including the Reserve Escrow Account, Tenant Security Deposit Account, Working Capital Account and Tax Escrow Account created under the Reserve) to Purchaser at Closing. B. RENTS. Any checks for Rental Payments received after Closing by Seller or its agents shall be promptly endorsed to Purchaser by the payee thereof and promptly transmitted to Purchaser. This provision shall survive Closing.
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PRORATIONS AND CREDITS AT CLOSING. In each proration set forth below, the portion thereof allocable to periods beginning with the applicable Residence Closing Date shall be credited to Purchaser, or charged to Purchaser, as applicable, as of 12:01 a.m. on the applicable Residence Closing. The following items shall be prorated between Purchaser and Seller or credited to Purchaser or Seller at the Residence Closing of each Construction Residence:
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PRORATIONS AND CREDITS AT CLOSING. Inasmuch as the Alterra Lessees are responsible for payments of all costs and expenses associated with the Facilities pursuant to the Existing Leases, Seller and Purchaser agree that there shall be no prorations or credits at the applicable Facility Closings for matters customarily prorated at closings of improved real property, including without limitation real estate taxes and assessments, prepaid monthly rent paid by Residents, security deposits or custodial accounts with respect to Residents, utility expenses or deposits, service contract payments, personal property taxes, payroll or accrued benefits or other similar items. Notwithstanding the foregoing, however, in the event that on the applicable Facility Closing Date, there has been any rent prepaid under the Existing Leases by the Alterra Lessees, Purchaser shall receive a credit for such amount against the applicable Facility Purchase Price. In addition, all Deposits shall be refunded by Seller to Purchaser with respect to any Facility on its respective Facility Closing Date and all original letters of credit posted in connection with the Existing Leases related to such Facility shall be delivered by Seller to Purchaser. With respect to any Additional Rent (as defined in the Existing Leases), the obligation of the Alterra Lessees to pay Additional Rent, if any, shall survive the applicable Facility Closing Date and be determined in accordance with the terms of the Existing Leases.
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PRORATIONS AND CREDITS AT CLOSING. Inasmuch as Lessee is responsible for payments of all costs and expenses associated with the Facilities pursuant to the Existing Leases, Seller and Purchaser agree that there shall be no prorations or credits at the Closing for matters customarily prorated at closings of improved real property, including without limitation real estate taxes and assessments, prepaid monthly rent paid by Residents, security deposits or custodial accounts with respect to Residents, utility expenses or deposits, service contract payments, personal property taxes, payroll or accrued benefits or other similar items. Notwithstanding the foregoing, however, in the event that on the Closing Date, there has been any rent prepaid under the Existing Leases by Lessee, Lessee hereby directs Seller to refund such prepaid rent by providing Purchaser a credit for such amount against the Purchase Price. In addition, Lessee hereby directs Seller to refund, all security deposits or other cash collateral held by Seller under the Existing Leases as of the Closing Date by providing Purchaser with a credit for such amounts against the Purchase Price. The parties hereto acknowledge and agree that no letters of credit were posted in connection with the Existing Leases. Notwithstanding anything to the contrary set forth in the Existing Leases, on the Closing Date, Lessee agrees to pay to Seller, an amount equal to the Seller's reasonable estimate of the Additional Rent (as defined under each of the Existing Leases) due under the Existing Leases for the quarter in which the Closing Date occurred (the "Closing Quarter"), as more particularly shown on the Allocation Schedule attached hereto as Exhibit E. Within ninety (90) days after the Closing Date, the Purchaser shall deliver to the Seller, for each Facility, an Officer's Certificate (as defined under the Existing Leases) reasonably acceptable to the Seller and certified by the chief financial officers of Lessee and Purchaser, setting forth the Gross Revenues for such Facility for the period from the commencement of the Closing Quarter through the Closing Date. A final reconciliation of the Additional Rent due under each Existing Lease for the Closing Quarter shall be made based upon such Officer's Certificate. If, as a result of such reconciliation, (a) the Additional Rent determined to be due under each Existing Lease for the Closing Quarter exceeds the amount paid by Lessee on or prior to the Closing Date, then Purchaser agrees to pay, or to caus...
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PRORATIONS AND CREDITS AT CLOSING 
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Related to PRORATIONS AND CREDITS AT CLOSING

  • Payments at Closing (a) No later than five (5) Business Days prior to the date scheduled for the Closing, Seller shall prepare and deliver to Buyer a written report, substantially in the form of Exhibit 2.4 (a) hereto (the "Preliminary Closing Statement"), setting forth Seller's estimates of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment and the debt adjustment calculated pursuant to Section 2.3(c), and the Cash Consideration, as adjusted pursuant to Section 2.3. The Preliminary Closing Statement shall be prepared by Seller in good faith and shall be certified by Seller to be its good faith estimate of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment and the debt adjustment calculated pursuant to Section 2.3(c) as of the date thereof, and the Cash Consideration, as so adjusted, pursuant to Section 2.3. Seller shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. The parties shall negotiate in good faith to resolve any dispute and to reach an agreement on the amount of the Cash Consideration, as adjusted pursuant to Section 2.3, for purposes of the Closing (which amount shall be subject to final determination as provided in Section 2.5). Notwithstanding the foregoing, to the extent that the parties do not reach an agreement on the amount of the Cash Consideration, as adjusted pursuant to Section 2.3, by the Closing, the Closing Cash Payment shall be calculated from the Preliminary Closing Statement. (b) At Closing, Buyer shall pay to Seller the amount of the Cash Consideration adjusted pursuant to Sections 2.3(a), (b), (c) and (d), as determined pursuant to this Section 2.4 (such amount, the "Closing Cash Payment").

  • Deliveries at Closing At the Closing, the Seller and the Buyer, respectively, will deliver the following documents: (a) The Seller and AUGI will deliver or cause to be delivered to EXTEL and to the Buyer: (i) a copy of the by-laws of the Seller and resolutions adopted by the Seller's Board of Directors and sole stockholder approving the transactions contemplated by this Agreement, certified by the Secretary of the Seller as of the Closing Date; (ii) a copy of the certificate of incorporation of the Seller, with all amendments thereto, together with a long form good standing certificate and tax clearance certificate, certified by the Secretary of State of the Seller's state of incorporation as of a date no later than five (5) days before the Closing Date; (iii) certificate(s) by the Secretaries of the Seller and of AUGI, dated as of the Closing Date, attesting to the authority and verifying the signature of each person who signed this Agreement or any other agreement, instrument or certificate delivered in connection with the transactions contemplated hereby on behalf of the Seller and AUGI, respectively; (iv) all agreements, authorizations, exemptions, waivers and consents of any third persons or entities required to be obtained by the Seller or AUGI hereunder or generally necessary for the consummation by the Seller and AUGI of the transactions contemplated by this Agreement; (v) sufficient, original, executed copies of assignments of patents, trademarks and/or copyrights, in form and substance acceptable to the Buyer, such that there is one original version for each group of patents, trademarks and copyrights; (vi) certificate(s), dated the Closing Date, signed by the chief financial officer of each of the Seller and AUGI that the conditions specified in Section 10.2(a) and (b) hereof have been fulfilled in all respects; (vii) assignment of leases for each Lease; and (viii) such other specific instruments of sale, conveyance, assignment, transfer, and delivery as are required to vest good and marketable title to the Assets in the Buyer. (b) EXTEL and the Buyer will deliver or cause to be delivered to the Seller and to AUGI: (i) a copy of the by-laws of the Buyer and resolutions adopted by the Buyer's Board of Directors and sole stockholder approving the transactions contemplated by this Agreement, certified by the Secretary of the Buyer as of the Closing Date; (ii) a copy of the certificate of incorporation of the Buyer, with all amendments thereto, together with a long form good standing certificate and tax clearance certificate, certified by the Secretary of State of the Buyer's state of incorporation as of a date no later than five (5) days before the Closing Date; (iii) certificate(s) by the Secretaries of EXTEL and of the Buyer, dated as of the Closing Date, attesting to the authority and verifying the signature of each person who signed this Agreement or any other agreement, instrument or certificate delivered in connection with the transactions contemplated hereby on behalf of EXTEL and the Buyer, respectively; (iv) certificate(s), dated the Closing Date, signed by the chief financial officer of each of EXTEL and the Buyer that the conditions specified in Section 10.1(a) and (b) hereof have been fulfilled in all respects; and (v) such other specific instruments of conveyance, assignment, transfer, and delivery as are required to confirm that the Buyer shall have assumed the payment and performance of the Assumed Liabilities and the performance of the Material Contracts.

  • Prorations The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

  • Actions at Closing At the Closing, the following actions will take place: (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. (b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.