Reimbursable Liabilities definition

Reimbursable Liabilities means all Liabilities reflected on the Closing Balance Sheet or the Estimated Pro Forma Balance Sheet, as the case may be, and not taken into account in determining the Closing Trust Certificate Purchase Price or the Estimated Trust Certificate Purchase Price, as the case may be. The Parties understand and agree that the swap related to the 2006-A Securitization Trust shall not be included in determining the Pre-Closing Adjustment Amount or the Closing Adjustment Amount,
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Reimbursable Liabilities means those specific costs, liabilities, and obligations of the Contacts Parties and the ClearLab EU Parties which will be reimbursed by the Contacts Parties pursuant to, and are particularly set forth in, a Reimbursement Agreement in form and content as set forth on Exhibit D hereto.
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Reimbursable Liabilities means any and all Liabilities, whether arising before, at or after the Closing Date, of Sellers or any of their predecessor companies or businesses, or any of their Affiliates, Subsidiaries or divisions, or any other Person, relating to, resulting from or arising out of (a) the present, past or future operations or conduct, or the ownership or use, of the Excluded Business (other than Taller de Coleccion during the period between the JV Effective Date and the Closing Date), or (b) the ownership or use of any Assets (other than (i) the Business Assets, or (ii) any Excluded Assets constituting part of Taller de Coleccion during the period between the JV Effective Date and the Closing Date) owned or used by Vitro and its Affiliates. "Reimbursable Liabilities" also includes all Liabilities or Losses assumed or agreed to be performed, paid or reimbursed by Sellers pursuant to this Agreement or any of the Ancillary Agreements, and all Liabilities relating to, resulting from, pursuant to or arising out of or in connection with:
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Examples of Reimbursable Liabilities in a sentence

  • The parties understand and agree that the mechanism of the Cash Change adjustment is intended to reimburse Sellers with respect to Sellers’ payment of Reimbursable Liabilities and Stub Period Operational Expenses to the extent Sellers pay any such amounts during the period from the date of the Preceding Month End Balance Sheet through and including the Closing Date.

  • Sellers acknowledge that such instruments of conveyance will provide that any Liabilities being transferred to the Acquired Companies shall not include the Reimbursable Liabilities nor any other Liabilities allocated to Sellers pursuant to this Agreement and the Ancillary Agreements.

  • Mi Gwang shall assume the Reimbursable Liabilities, but the Contacts Parties shall fully reimburse Mi Gwang for all amounts actually paid by Mi Gwang to satisfy the Reimbursable Liabilities, and such reimbursement obligation shall not be subject to the indemnity limitations set forth in Section 8(f) herein.

  • Furthermore, Seller hereby agrees to indemnify and hold harmless Buyer against and in respect of any and all claims relating to the Reimbursable Liabilities for which Seller received payment pursuant to Section 1.3.1 or 1.3.3 hereof.

  • Sellers acknowledge that no Reimbursable Liabilities nor any other Liabilities allocated to Sellers pursuant to this Agreement and the Ancillary Agreements shall be transferred to any Acquired Company in connection with the foregoing transfer of Water Concession Titles.

  • Reserves are reflected on the Reference Balance Sheet against all Liabilities of the Business, other than Liabilities relating to the Excluded Business and Reimbursable Liabilities, in amounts that have been established on a basis consistent with the past practices of the Acquired Companies and in accordance with U.S. GAAP or Mexican GAAP, as the case may be.

  • To the extent Sellers pay any amounts in respect of (i) Reimbursable Liabilities or (ii) Stub Period Operational Expenses, Purchaser shall, at Sellers’ request, promptly reimburse Sellers with respect thereto in accordance with the mechanics agreed upon in the Interim Services Agreement; provided that Purchaser shall not be obligated to reimburse Sellers with respect to such payments prior to the final determination of the Final Preceding Month End Balance Sheet and the Cash Change Schedule.

  • Sellers acknowledge that such instruments of conveyance will provide that the Liabilities being transferred to the Acquired Companies shall not include the Reimbursable Liabilities nor any other Liabilities allocated to Sellers pursuant to this Agreement and the Ancillary Agreements.

  • Within a reasonable time after receipt of the payments referred to in Sections 1.3.1 and 1.3.3 hereof, Seller will cause the Reimbursable Liabilities of PTI and Seller, including, without limitation, those reflected on Schedule 6.4 and those incurred in the ordinary course of business after the date of such schedule, to be paid.

  • If any such Reimbursable Liabilities and Stub Period Operational Expenses are not reflected as paid by Sellers on the Cash Change Schedule, Purchaser shall pay such amounts to the Sellers, if and when such liabilities are paid by Sellers following the Closing Date, pursuant to the mechanics set forth in the Interim Services Agreement, as provided in Section 3.2(f) hereof.