Estimate Statement. Prior to the Commencement Date and on or about March 1st of each subsequent calendar year during the Term of this Lease, Landlord will endeavor to deliver to Tenant a statement ("Estimate Statement") wherein Landlord will estimate both the Operating Expenses and Tenant's Percentage of Operating Expenses for the then current calendar year. If the estimate of Tenant's Percentage of Operating Expenses in the Estimate Statement exceeds Tenant's Operating Expense Allowance, Tenant agrees to pay Landlord, as "Additional Rent", one-twelfth (1/12th) of such excess each month thereafter, beginning with the next installment of rent due, until such time as Landlord issues a revised Estimate Statement or the Estimate Statement for the succeeding calendar year; except that, concurrently with the regular monthly rent payment next due following the receipt of each such Estimate Statement, Tenant agrees to pay Landlord an amount equal to one monthly installment of such excess (less any applicable Operating Expenses already paid) multiplied by the number of months from January, in the current calendar year, to the month of such rent payment next due, all months inclusive. If at any time during the Term of this Lease, but not more often than quarterly, Landlord reasonably determines that Tenant's Percentage of Operating Expenses for the current calendar year will be greater than the amount set forth in the then current Estimate Statement, Landlord may issue a revised Estimate Statement and Tenant agrees to pay Landlord, within ten (10) days of receipt of the revised Estimate Statement, the difference between the amount owed by Tenant under such revised Estimate Statement and the amount owed by Tenant under the original Estimate Statement for the portion of the then current calendar year which has expired. Thereafter Tenant agrees to pay Tenant's Percentage of Operating Expenses based on such revised Estimate Statement until Tenant receives the next calendar year's Estimate Statement or a new revised Estimate Statement for the current calendar year. In the event Tenant's Percentage of Operating Expenses for any calendar year is less than Tenant's Operating Expense Allowance, Tenant will not be entitled to a credit against any rent, additional rent or Tenant's Percentage of future Operating Expenses payable hereunder.
Estimate Statement. By the first day of April of each calendar year during the Term of this Lease (after the Base Year noted in Section 1.10 of the Summary) or as soon thereafter as reasonably possible, Landlord shall deliver to Tenant a statement (“Estimate Statement”) estimating the Operating Expenses for the current calendar year and the estimated amount of Excess Expenses payable by Tenant. Landlord shall have the right no more than one (1) time in any calendar year to deliver a revised Estimate Statement showing the Excess Expenses for such calendar year if Landlord determines that the Excess Expenses are greater than those set forth in the original Estimate Statement (or previously delivered revised Estimate Statement) for such calendar year. The Excess Expenses shown on the Estimate Statement (or revised Estimate Statement, as applicable) shall be divided into twelve (12) equal monthly installments, and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt of the Estimate Statement (or revised Estimate Statement, as applicable), an amount equal to one (1) monthly installment of such Excess Expenses multiplied by the number of months from January in the calendar year in which such statement is submitted to the month of such payment, both months inclusive (less any amounts previously paid by Tenant with respect to any previously delivered Estimate Statement or revised Estimate Statement for such calendar year). Subsequent installments shall be paid concurrently with the regular monthly rent payments for the balance of the calendar year and shall continue until the next calendar year’s Estimate Statement (or current calendar year’s revised Estimate Statement) is received.
Estimate Statement. By the first day of April of each calendar year during the Term of this Lease, Landlord shall endeavor to deliver to Tenant a statement (“Estimate Statement”) estimating the Expenses for the current calendar year payable by Tenant. Landlord shall have the right at any time in any calendar year (but not more than twice per year) to deliver a revised Estimate Statement for such calendar year if Landlord determines that the Expenses are greater than those set forth in the original Estimate Statement (or previously delivered revised Estimate Statement) for such calendar year. The Expenses shown on the Estimate Statement (or revised Estimate Statement, as applicable) shall be divided into twelve (12) equal monthly installments, and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt of the Estimate Statement (or revised Estimate Statement, as applicable), an amount equal to one (1) monthly installment of such Expenses multiplied by the number of months from January in the calendar year in which such statement is submitted to the month of such payment, both months inclusive (less any amounts previously paid by Tenant with respect to any previously delivered Estimate Statement or revised Estimate Statement for such calendar year). Subsequent installments shall be paid concurrently with the regular monthly rent payments for the balance of the calendar year and shall continue until the next calendar year’s Estimate Statement (or current calendar year’s revised Estimate Statement) is received.
Estimate Statement. No less than 10 Business Days prior to the Closing Date, each of Oracle and Xxxxxx will provide to each other (in each case, with a copy to Iris) a statement (each individually, an “Estimate Statement”) with such Parent’s good faith estimate of the Closing Working Capital of Oracle and Closing Working Capital of Sky, respectively (the “Estimated Oracle Closing Working Capital” and the “Estimated Sky Closing Working Capital,” respectively). Each Estimate Statement will be prepared by such Parent on an unaudited basis, and all calculations thereon will utilize the same presentation format, apply the same accounting principles, practices, methodologies and policies as are utilized in the Financial Statements of Oracle or Sky, as the case may be (the “Accounting Principles”), and will be adjusted for any mutually agreed and commercially reasonable adjustments (with the Parties agreeing to negotiate in good faith) related to material differences between the Parents’ Accounting Principles (which may include changes to Schedule 1.04.1 and Schedule 1.04.2). Following the delivery of the Estimate Statements, the Parties will work together, including making arrangements for the relevant Parent (or a Subsidiary thereof, including the applicable Shareholder) (such Person, the “Retaining Person”) to retain the benefits and burdens of ownership with respect to an identified dollar amount of receivables or payables (and this may include retaining ownership of such receivables or payables for Tax purposes or otherwise), to ensure that the working capital balances as estimated above that are to be contributed as part of the Contemplated Transactions equal relative contributions of 44% Oracle, 44% Xxxxxx, and 12% Iris. Any receivable or payable balance retained by a Retaining Person pursuant to this Section 1.04(a) shall be treated as never having been transferred to Newco (whether directly or indirectly via a Contributed Subsidiary) and, to the extent that Sky comes to hold (directly or indirectly) nominal title to any such receivable or payable, Sky shall be deemed to have acted as the agent of the Retaining Person with respect to such receivable or payable and therefore shall not report the taxable income associated with such receivable or deduct the amount of such payable but instead shall provide to the Parent information to permit the Retaining Person to report such amount on its own tax return. Any amounts received or paid by Sky with respect to such receivables or p...
Estimate Statement. Prior to the Commencement Date and on or about March 1st of each subsequent calendar year during the Term of this Lease, Lessor will endeavor to deliver to Lessee a statement ("Estimate Statement") wherein Lessor will estimate Lessee's Percentage of Operating Expenses for the then current calendar year. If the estimate of Lessee's Percentage of Operating Expenses in the Estimate Statement exceeds Lessee's Base Operating Expense, Lessee agrees to pay Lessor, as "additional rent", one-twelfth (1/12th) of such excess each month thereafter, beginning with the next installment of rent due, until such time as Lessor issues a revised Estimate Statement or the Estimate Statement for the succeeding calendar year; except that, concurrently with the regular monthly rent payment next due following the receipt of each such Estimate Statement, Lessee agrees to pay Lessor an amount equal to one monthly installment of such excess (less any applicable Operating Expenses already paid) multiplied by the number of months from January, in the current calendar year, to the month of such rent payment next due, all months inclusive. If at any time during the Term of this Lease, but not more often than quarterly, Lessor reasonably determines that Lessee's Percentage of Operating Expenses for the current calendar year will be greater than the amount set forth in the then current Estimate
Estimate Statement. See attached. Exhibit 4.1 Pre-Closing Reorganization [***] Exhibit 9.4(a) Allocation of Seller Indemnifying Party Indemnification Obligations Seller Indemnifying Party Proportionate Allocation MSBI Volarisation Inc. [***] AmorChem, Limited Partnership [***] Genesys Ventures III LP [***] Total 100.00%
Estimate Statement. At least five (5) Business Days prior to the Closing, Seller Representative shall provide Buyers with a written statement (the “Estimate Statement”) setting forth, in reasonable detail, Seller Representative’s good faith written estimate of (a) the Closing Date Net Working Capital, (b) the Closing Date Cash on Hand, (c) the Closing Date Indebtedness and (d) the Closing Date Transaction Expenses. The Closing Date Indebtedness and the Closing Date Transaction Expenses in the Estimate Statement and the Flow of Funds shall be based on amounts set forth in the Indebtedness Payoff Letters and Transaction Expense Payoff Letters or, to the extent an Indebtedness Payoff Letter or Transaction Expense Payoff Letter has not been provided, a good faith estimate by Seller Representative of such amount, in each case subject to final determination pursuant to this Section 1.2. If Buyers have any questions or disagreements regarding the Estimate Statement, Buyers shall contact Seller Representative at least one (1) Business Day prior to the Closing, and in such case Seller Representative and Buyers shall in good faith attempt to resolve any disagreements. If Seller Representative and Buyers agree on changes to the Estimate Statement based on such discussions, then the Estimate Statement shall, for purposes of the Estimated Cash Purchase Price (and components thereof) at Closing, be based on such changes. If Seller Representative and Buyers do not agree on changes to the Estimate Statement, then the amounts in Seller Representative’s Estimate Statement shall apply for purposes of the Estimated Cash Purchase Price (and components thereof) at Closing. In either such case, the amounts in the Estimate Statement shall be subject to final determination pursuant to Section 1.2.
Estimate Statement. (i) From and after the date hereof, each of Purchaser and Seller agree to take all of the actions contemplated to be taken by the applicable party as set forth on Exhibit A (such Exhibit including the Annexes thereto, the “Closing Balance Sheet Methodologies Schedule”).
Estimate Statement. Landlord shall provide to Tenant an expense estimate statement (“Estimate”) for each calendar year which shall set forth Landlord’s reasonable estimate of the total amount due from Tenant for the current or next ensuing Expense Year.
Estimate Statement. On or before the fifth Business Day after the date hereof, Seller will provide Purchaser a statement (the “Estimate Statement”) with Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”), calculated as (i) the sum of (A) the Advances Amount as of the last day of the second calendar month prior to the Closing Date (the “Tape Date”), (B) the Servicing Fee Amount as of the Tape Date and (C) [*], minus (ii) the Estimated Shortfall. The Seller shall deliver the Estimate Statement with a data tape or tapes containing the Mortgage Loan, mortgage servicing rights and Advances information specified in Schedule 3.1(b) as of the Tape Date (the “Mortgage and Servicing Tapes”). If Purchaser objects in writing to Seller’s determination of the Estimated Purchase Price, Seller and Purchaser shall in good faith review the Estimate Statement and seek to resolve the dispute. If Purchaser agrees with Seller’s Estimate Statement or if Seller and Purchaser fail to resolve the dispute by the third Business Day prior to the Closing Date, the Estimated Purchase Price shall be as set forth in the Estimate Statement. If Seller and Purchaser agree to modifications to the Estimate Statement before the third Business Day prior to the Closing Date, the Estimated Purchase Price shall be as set forth in the Estimate Statement as adjusted by the modifications to the Estimate Statement agreed upon by Seller and Purchaser. * Confidential information has been omitted pursuant to a request to the Securities and Exchange Commission for confidential treatment. The information has been separately filed with the Commission.
