Pre-Closing Payments means any payment received by any Seller Party (including, without limitation, Sellers counsel) prior to Closing from or on behalf of Borrower or Receiver, if any, on account of the Loan or with respect to the Property or any portion thereof.
To the extent that any Pre-Closing Payments or LOC Proceeds are deposited in the Cash Management Accounts, such Pre-Closing Payments and LOC Proceeds shall belong to Seller without credit to Buyer and Buyer shall not be entitled to such Pre-Closing Payments or LOC Proceeds after Closing.
The Parties agree that the exchange rate to be applied for the calculation of the Pre-Closing Payments, will be the US Dollar to local currency rate as disclosed by Reuters on the close of business on the business day (in the specific country) immediately preceding January 28, 2015.
To the extent the Pre-Closing Payments are less than the common area expenses for the Property paid by Seller during such period, as reasonably determined by Purchaser after the Closing, Purchaser will pay such amounts to Seller within fifteen (15) days after such determination is made and written notice thereof is provided by Purchaser to Seller.
The aggregate Purchase Price for such phones in the amount of $300,437.50 shall be paid by Aequus at the Closing; provided, however, that the aggregate Purchase Price shall be reduced by all Pre-Closing Payments.
For the avoidance of doubt, the Pre-Closing Payments shall be subject to the thresholds and limitations set forth in Article VIII.