Other Items of Expense or Receipt Sample Clauses

Other Items of Expense or Receipt. All other customarily prorated items of expense or receipt (excluding those items previously addressed in this Section 6 above) shall be prorated between the Seller and Purchaser as of the Closing, except to the extent certain expenses are payable by tenants under the Leases on a annual basis after Closing, in which event such expenses shall be not be prorated and shall be assumed in their entirety by Purchaser. To the extent Purchaser will assume any obligations which are attributable to periods of time prior to the Closing Date, Purchaser shall receive a credit for such amount at Closing. The Seller shall retain (and the Assignment of Leases shall reserve to Seller) all receivables from tenants for common area maintenance, taxes and insurance for 2006 and previous years and Seller shall have the right to pursue and collect such receivables from all tenants after the Closing; provided, Seller shall have no right to xxx any current tenant under the Leases. Purchaser shall cooperate with Seller in the collection of such receivables. Purchaser shall have no obligation to take any enforcement action, but if any such amounts are paid to Purchaser, they shall be paid immediately to Seller by Purchaser. If the apportionment of any payments relating to common area maintenance charges for calendar year 2006 (which have, as of the Closing, been billed, but not collected, by Seller) received by Purchaser after the date of Closing from a tenant under any of the Leases on account of periods prior to Closing and on account of sums which are attributable to expenses incurred by the lessor/landlord for periods of time prior to Closing (and which are not reimbursed or credited by Purchaser to Seller pursuant to any other provision of this Agreement), cannot be precisely determined at the time of Closing, such sums shall be apportioned on a cash basis at closing pro-rata between Purchaser and Seller on a per diem basis as of the date of Closing. A post closing adjustment shall be made, if necessary, between Purchaser and Seller for such apportioned items (including specifically, without limitation, the payment by Purchaser to Seller of common area maintenance charges for calendar year 2006 to the extent collected by Purchaser from and after the Closing Date) within thirty (30) days after the sums can be precisely determined. The provisions hereof shall expressly survive the Closing. Except with respect to items prorated at the Closing, Seller shall be responsible for payme...
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Other Items of Expense or Receipt. All other customarily prorated items of expense or receipt shall be prorated between the parties hereto as of the Document Delivery Date. Except with respect to items prorated at Closing, Seller shall be responsible for payment of any and all bills or charges incurred by Seller prior to the Document Delivery Date for work, services, supplies or materials, and Purchaser shall be responsible for payment of any and all bills or charges prorated at Closing and/or incurred after the Document Delivery Date for work, services, supplies or materials.
Sample 1
Other Items of Expense or Receipt. All other customarily prorated items of expense or receipt not specifically addressed in this Agreement shall be prorated between the parties hereto as of the Proration Date, including, without limitation, amounts due or accrued for advertising programs, and outstanding gift certificate or similar items. Except with respect to items prorated at Closing or as otherwise specified in this Agreement, Seller shall be responsible for payment of any and all bills or charges for work, services, supplies or materials incurred with respect to the Shopping Center on or prior to the Proration Date, and Purchaser shall be responsible for payment of any and all bills or charges for work, services, supplies or materials incurred after the Proration Date.
Sample 1
Other Items of Expense or Receipt. All other customarily prorated items of expense or receipt that are not otherwise specifically described herein shall be prorated between Seller and Purchaser as of the Closing Date as is customary for similar transactions in the state where the applicable Real Property is located. Except with respect to items prorated at Closing, Seller shall be responsible for payment of any and all bills or charges incurred prior to the Closing Date for work, services, supplies or materials, and Purchaser shall be responsible for payment when due of any and all bills or charges incurred on or after the Closing Date for work, services, supplies or materials. Seller shall be responsible for payment when due of all accrued salaries and other benefits due to or in respect of its on-site employees at the Real Property and no credit will be given to Purchaser therefor.
Sample 1
Other Items of Expense or Receipt. All other customarily prorated items of expense or receipt not specifically addressed in this Agreement shall be prorated between the parties hereto as of the Proration Date, on a Shopping Center by Shopping Center basis, including, without limitation, amounts due or accrued for advertising programs, outstanding gift certificate or similar items, and interest due on the Assumed Mortgage Loans. Except with respect to items prorated at Closing or as otherwise specified in this Agreement, each Seller shall be responsible for payment of any and all bills or charges for work, services, supplies or materials incurred with respect to its Shopping Center on or prior to the Proration Date, and Purchaser shall be responsible for payment of any and all bills or charges for work, services, supplies or materials incurred after the Proration Date.
Sample 1
Other Items of Expense or Receipt. All other customarily prorated items of expense or receipt shall be prorated between the parties hereto as of the end of the Closing Date as is customary for similar commercial real estate transactions in the Muskegon, Michigan area. Except with respect to items prorated pursuant to the provisions of Sections 6.2(a) through (g), Seller shall be responsible for payment of any and all bills or charges incurred prior to the Closing Date for work, services, supplies or materials delivered or performed prior to the Closing Date, and Purchaser shall be responsible for payment of any and all bills or charges (i) incurred on or after the Closing Date for work, services, supplies or materials delivered or performed on or after the Closing Date or (ii) for which it received a proration credit. Purchaser shall not purchase, nor shall there be any proration credit given for, any of Seller’s receivables arising from the operation of the Property.
Sample 1
Other Items of Expense or Receipt. All other customarily prorated items of expense or receipt for properties similar to the Property in North Brunswick, New Jersey, shall be prorated between the parties hereto as of the Closing Date. Except with respect to items prorated at Closing (a) Seller shall be responsible for payment of any and all bills or charges incurred by Seller or its agent prior to the Closing Date for work, services, supplies or materials in respect of the Property, and (b) Purchaser shall be responsible for payment of any and all bills or charges incurred on and after the Closing Date for work, services, supplies or materials in respect of the Property. Unless otherwise provided for in this Agreement, Purchaser shall not purchase, nor shall there be any proration credit given for, any of Seller's receivables arising from the operation of the Property.
Sample 1
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Related to Other Items of Expense or Receipt

  • Allocation of Expenses and Charges The Management Company shall provide investment advisory, statistical and research facilities and all clerical services relating to research, statistical and investment work, and shall provide for the compilation and maintenance of such records relating to these functions as shall be required under applicable law and the rules and regulations of the Securities and Exchange Commission. Other than as specifically indicated in the preceding sentence, the Management Company shall not be required to pay any expenses of the Fund, and in particular, but without limiting the generality of the foregoing, the Management Company shall not be required to pay office rental or general administrative expenses; board of directors' fees; legal, auditing and accounting expenses; broker's commissions; taxes and governmental fees; membership dues; fees of custodian, transfer agent, registrar and dividend disbursing agent (if any); expenses (including clerical expenses) of issue, sale or redemption of shares of the Fund's capital stock; costs and expenses in connection with the registration of such capital stock under the Securities Act of 1933 and qualification of the Fund's capital stock under the "Blue Sky" laws of the states where such stock is offered; costs and expenses in connection with the registration of the Fund under the Investment Company Act of 1940 and all periodic and other reports required thereunder; expenses of preparing and distributing reports, proxy statements, notices and distributions to stockholders; costs of stationery; expenses of printing prospectuses; costs of stockholder and other meetings; and such nonrecurring expenses as may arise including litigation affecting the Fund and the legal obligations the Fund may have to indemnify its officers and the members of its board of directors.

  • Payment of Expenses and Fees 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder.

  • ADVANCES OF EXPENSES; DEFENSE OF CLAIM (a) Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.

  • CALCULATIONS OF EXPENSES The Manager shall prepare a statement documenting the Expenses of the Company and the Expenses incurred by the Manager on behalf of the Company during each calendar month, and shall deliver such statement to the Company within 20 days after the end of each calendar month. Expenses incurred by the Manager on behalf of the Company shall be reimbursed monthly to the Manager on the first business day of the month immediately following the date of delivery of such statement.

  • Allocation of Expenses The provisions of this Section shall not affect any agreement that the Company and the Selling Shareholders may make for the sharing of such costs and expenses.

  • Advancement of Expenses and Costs Subject to the exceptions set forth in Section 10 hereof, all reasonable costs and expenses incurred by Indemnitee (including attorneys' fees, retainers and advances of disbursements required of Indemnitee) in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding at the request of Indemnitee within 20 days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time. Indemnitee's entitlement to such costs and expenses shall include those incurred in connection with any proceeding by Indemnitee seeking an adjudication pursuant to this Agreement. Such statement or statements shall reasonably evidence the costs and expenses incurred by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified against such costs and expenses by the Corporation as provided by this Agreement or otherwise.

  • Payment of Expenses, etc The Borrowers jointly and severally agree to: (i) pay all reasonable out-of-pocket costs and expenses (1) of the Administrative Agent in connection with the negotiation, syndication, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and (2) of the Agents and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of counsel for each Agent and for each of the Lenders); (ii) pay and hold each of the Agents and Lenders harmless from and against any and all present and future stamp, VAT and other similar taxes with respect to the foregoing matters and/or fees and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender (including in its capacity as an Agent), its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, an investigation, litigation or other proceeding (whether or not an Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among an Agent, any Lender, or any third Person or otherwise) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, and in each case, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified).

  • Payment of Expenses and Taxes The Company agrees (a) to pay or reimburse the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, fees and disbursements of counsel to the Administrative Agent and to the several Banks, and (c) to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other transactional taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Bank and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery and performance by the Loan Parties, and administration and enforcement by the Administrative Agent and the Banks of this Agreement, any Notes and the other Loan Documents and any such other documents (all the foregoing, collectively, the "indemnified liabilities"), provided, that the Company shall have no obligation hereunder to the Administrative Agent or any Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, (ii) legal proceedings commenced against the Administrative Agent or any such Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, or (iii) legal proceedings commenced against the Administrative Agent or any such Bank by any other Bank or by any Transferee (as defined in subsection 13.6). The agreements in this subsection shall survive repayment of the Loans or Notes, if any, and all other amounts payable hereunder.

  • Proration of Expenses The following items of expense with respect to any portion or aspect of the Hotel shall be prorated between Seller and Buyer as of the Closing Date:

  • Advance Payment of Expenses; Notification and Defense of Claim (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within thirty (30) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free.

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