Certain Prepaid Expenses Sample Clauses

Certain Prepaid Expenses. Seller and Buyer agree that, ------------------------ with respect to any prepaid expense of Seller relating to vehicle licensing fees attributable to the Trucks or any other vehicles included in the Assets, which prepaid expense is not transferred to Buyer on the Closing Date pursuant to Section 2.1(o) (the "Retained Prepaid Licensing Expense"), Buyer shall have the right, exercisable upon written notice to Seller given not later than 10 Business Days prior to the expiration of the 90-day period commencing on the Closing Date, to purchase an additional 30 days of Retained Prepaid Licensing Expense from Seller for an amount equal to the dollar value of such 30 days of Retained Prepaid Licensing Expense, payable in cash on the 90th day after the Closing Date. Buyer shall have the right to purchase up to two additional 30- day periods of Retained Prepaid Licensing Expense, exercisable upon written notice to Seller given not later than 10 Business Days prior to the expiration of the applicable 30-day period then expiring, for an amount equal to the dollar value of such 30 days of Retained Prepaid Licensing Expense. Buyer agrees that it may not exercise any such option if, at the time of exercise, the Vehicle Nominee Title Agreement is not in full force and effect. Following the expiration or termination of the Vehicle Nominee Title Agreement, Buyer may notify Seller of the amount by which the purchase price paid by Buyer for any prepaid vehicle licensing fee expense purchased by Buyer under this Agreement (whether at the Closing or pursuant to this Section 6.20) exceeded the benefit actually received by Buyer from such purchase. Seller shall, within 5 Business Days thereafter, repay such difference to Buyer. Buyer shall provide reasonable details with respect to such calculation. If Seller does not agree with the calculation, such dispute shall be settled by using the procedures set forth in Section 2.7. -71-
Sample 1
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Certain Prepaid Expenses. All non-refundable and transferable prepaid expenses, prepaid assets and deposits paid by Seller or the Asset Subsidiaries prior to the Closing Date related solely or primarily to the Business for which Buyer will receive the benefit after the Closing Date (the "ASSIGNED PREPAID EXPENSES ACQUIRED BY ASSET PURCHASE").
Sample 1
Certain Prepaid Expenses. On the Closing Date, as additional Purchase Price, Buyers shall cause Rio to, and Rio shall, transfer, convey, assign and deliver to the Sellers, and the Sellers shall acquire from Rio, all right, title and interest in and to all prepaid expenses held by Rio as of the Execution Date representing prepayments to the vendors set forth on Exhibit 2.6, together with any liens or security interests held thereon (collectively, “Vendor Prepaid Expenses”), free and clear of any Encumbrances, pursuant to the Xxxx of Sale and Assignment Agreement. On or prior to the Closing Date, the Parties shall in good faith determine and agree upon the Vendor Prepaid Expenses and shall attach a final list thereof as Exhibit 2.6.Buyers and Rio acknowledge and agree that: (a) from and after the Execution Date, Buyers, Rio and their Affiliates shall not use any Vendor Prepaid Expenses and (b) Buyers shall pay to Sellers as additional Purchase Price the amount of any Vendor Prepaid Expenses for which Buyers, Rio or their Affiliates receive a benefit (for example, without limitation, by way of a reduced or discounted purchase price from such vendor) and such amounts shall be promptly remitted in cash to Hampshire. Sellers shall have the right to collect the Vendor Prepaid Expenses directly from the applicable vendors. If requested by Sellers, Buyers and Rio shall send a letter, in form acceptable to Sellers, to the vendors informing such vendors that the Vendor Prepaid Expenses have been assigned to Sellers and instructing such vendors to make all payments to the Designated Collector.
Sample 1
Certain Prepaid Expenses. All non-refundable and transferable prepaid expenses, prepaid assets and deposits paid by Seller or the Asset Subsidiaries prior to the Closing
Sample 1

Related to Certain Prepaid Expenses

  • Prepaid Expenses To the extent Expenses have been paid prior to the Closing Date for the rental period in which the Closing occurs, Seller shall account to Buyer for such prepaid Expenses, and Seller shall be credited for the amount of such prepaid expenses applicable to the period after the Closing Date.

  • Amounts payable on prepayment A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 21.1(b) but without premium or penalty.

  • Reimbursement of Prepayment Costs If (a) the Borrower makes any payment of principal with respect to any Eurodollar Borrowing or Quoted Rate Loan on any day other than the last day of the Interest Period applicable thereto (whether voluntarily, pursuant to any mandatory provisions hereof, by acceleration, or otherwise); (b) the Borrower converts or refunds (or attempts to convert or refund) any such Borrowing or Loan on any day other than the last day of the Interest Period applicable thereto (except as described in Section 2.08(e)); (c) the Borrower fails to borrow, refund or convert any Eurodollar Borrowing or Quoted Rate Loan after notice has been given by the Borrower to the Administrative Agent in accordance with the terms hereof requesting such Borrowing or Loan; or (d) if the Borrower fails to make any payment of principal in respect of a Eurodollar Borrowing or Quoted Rate Loan when due, the Borrower shall reimburse the Administrative Agent for itself and/or on behalf of any Lender, as the case may be, within ten (10) Business Days of written demand therefor for any resulting loss, cost or expense incurred (excluding the loss of any Applicable Margin) by the Administrative Agent and Lenders, as the case may be, as a result thereof, including, without limitation, any such loss, cost or expense incurred in obtaining, liquidating, employing or redeploying deposits from third parties, whether or not the Administrative Agent and Lenders, as the case may be, shall have funded or committed to fund such Borrowing or Loan. The amount payable hereunder by the Borrower to the Administrative Agent for itself and/or on behalf of any Lender, as the case may be, shall be deemed to equal an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, refunded or converted, for the period from the date of such prepayment or of such failure to borrow, refund or convert, through the last day of the relevant Interest Period, at the applicable rate of interest for said Borrowing(s) or Loans(s) provided under this Agreement, over (ii) the amount of interest (as reasonably determined by the Administrative Agent and the Lenders, as the case may be) which would have accrued to the Administrative Agent and the Lenders, as the case may be, on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurocurrency market. Calculation of any amounts payable to any Lender under this paragraph shall be made as though such Lender shall have actually funded or committed to fund the relevant Borrowing or Loan through the purchase of an underlying deposit in an amount equal to the amount of such Borrowing or Loan and having a maturity comparable to the relevant Interest Period; provided, however, that any Lender may fund any Eurodollar Borrowing or Quoted Rate Loan, as the case may be, in any manner it deems fit and the foregoing assumptions shall be utilized only for the purpose of the calculation of amounts payable under this paragraph. The Administrative Agent and the Lenders shall deliver to the Borrower a certificate setting forth the basis for determining such losses, costs and expenses, which certificate shall be conclusively presumed correct, absent manifest error.

  • Certain Expenses The Company shall pay on demand all expenses incurred by the Holder, including reasonable attorneys' fees and expenses, as a consequence of, or in connection with (x) any amendment or waiver of this Note or any other Transaction Document, (y) any default or breach of any of the Company’s obligations set forth in the Transaction Documents and (z) the enforcement or restructuring of any right of, including the collection of any payments due, the Holder under the Transaction Documents, including any action or proceeding relating to such enforcement or any order, injunction or other process seeking to restrain the Company from paying any amount due the Holder.

  • Certain Fees and Expenses (a) Provided that the Fund is not in material breach of its obligations under this Agreement, if the Merger is not consummated for failure of the condition to Closing contained in Section 7.1(f) to be satisfied and, as a result of such failure, CNLRP is obligated to pay the Company a break-up fee pursuant to the terms of the CNLRP Merger Agreement, the Company shall pay to the Fund as follows: (i) if the Fund has waived the condition to Closing contained in Section 7.1(f) and elected to proceed with the Merger, the Company shall pay to the Fund an amount equal to $8,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration; and (ii) if the Fund has not waived the condition to Closing contained in Section 7.1(f) and the Merger is not consummated, the Company shall pay to the Fund an amount equal to $5,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration.

  • Expenses Payable in Advance Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

  • Prepaid Items All prepaid expenses relating to the Station.

  • Prepaid Rent Tenant shall, upon execution of this Lease, pay to Landlord the amount set forth in Article 1 as "First Month's Prepaid Rent" as prepayment of rent for credit against the first payment of Base Monthly Rent due hereunder.

  • Interest Fees and Expenses 1. (a) Interest on the Revolving Loans shall be payable monthly as of the end of each month and shall be an amount equal to (a) the applicable Chase Bank Rate Margin plus the Chase Bank Rate, per annum, on the average of the net balances owing by the Company to CITBC in the Company's account at the close of each day during such month on balances other than Libor Loans and (b) the applicable Libor Margin plus the applicable Libor on each Libor Loan, on a per annum basis, on the average of the net balances owing by the Company to CITBC in the Company's account in respect of such Libor Loan at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate under clause (a) above shall change, as of the first of the month following any change, so as to remain equal to the new Chase Bank Rate plus the applicable Chase Bank Rate Margin. In addition, the rate applicable under clause (a) or (b) above shall change based upon any change of the applicable Chase Bank Rate Margin or the Libor Margin; provided that any such change in such a margin such be effective on the first Business Day of the month following the month in which the Company shall have delivered, at least five (5) Business Days before the end of the month, to CITBC the financial statements demonstrating the change in EBITDA giving rise to such change in the margin, and any change in the Libor Margin shall affect only Libor Loans not yet funded as of that date. The rate hereunder shall be calculated based on a 360-day year. CITBC shall be entitled to charge the Company's account at the rate provided for herein when due until all Obligations have been paid in full.

  • Other Sales-Related Expenses Expenses of distributing the Portfolio's shares and the Contracts will be paid by Contracts Distributor and other parties, as they shall determine by separate agreement.

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