Seller Reimbursement definition

Seller Reimbursement means an amount equal to the sum of the following items (without duplication): (a) the amount of all Project Costs and all other expenditures attributable to the Projects (whether capitalized or expensed), other than Taxes and pre-paid costs and expenses, attributable to the period of time commencing at the Effective Time and paid by the Sellers, (b) any sales proceeds and any other monies collected by the Purchaser and not remitted or paid to the Sellers with respect to the ownership or operation of the Projects and attributable to the period of time prior to the Effective Time, including insurance proceeds collected by the Purchaser with respect to losses and events that occurred prior to the Effective Time, (c) the amount equal to all Taxes allocated to the Purchaser in accordance with Section 7.9(e), but that are paid by the Sellers; (d) all pre-paid costs and expenses allocated to the Purchaser in accordance with Section 2.3(b), but that are paid by the Seller; and (e) the amount by which, if any, the Actual Net Working Capital exceeds the Estimated Net Working Capital.
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Examples of Seller Reimbursement in a sentence

  • Notwithstanding the foregoing, the parties acknowledge and agree that Seller shall, and shall be entitled to, cause its counsel, Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (the "ESCROW AGENT") to hold the Instruction Letter in escrow until such time as Buyer has received confirmation that the Purchase Price and the Seller Reimbursement have been remitted in full in accordance herewith, whereupon the Seller shall cause the Escrow Agent to promptly release the Instruction Letter to Buyer.

  • The Agreed Accounting Firm will be directed to (i) review the initial draft of the Proration Statement submitted by the Purchaser, the written report submitted by the Sellers and the records relating thereto only with respect to items that remain disputed immediately following the Final Settlement Date, as identified by the Sellers in such written report and (ii) determine the final calculations for the Purchaser Reimbursement and the Seller Reimbursement.

  • Each Seller Reimbursement Statement shall be accompanied by reasonable supporting documentation.

  • Seller Reimbursement of 2%A seller that is not a direct seller is allowed to deduct and retain an amount equal to two percent of the amounts it collects from prepaid consumers for the prepaid MTS surcharge and local charges, on a pro rata basis, according to that portion of the revenues collected for the ETUS, the PUC surcharges, and local charges.

  • The Seller Reimbursement shall be paid to Seller out of proceeds from the first fifty (50) new home sales, wherein the Seller Reimbursement shall be divided over one hundred seventy-one (171) units.

  • At the closing of the fiftieth new home unit (the “50th Unit”), Purchaser shall direct that a lump sum for the remaining unpaid balance of the Seller Reimbursement amount be remitted to Seller, so that the full Seller Reimbursement shall have been paid upon the closing of the 50th Unit, regardless of which unit type the 50th Unit is attributable to.

  • The Seller shall have no further obligation to pay Seller Reimbursement Amounts and the Purchaser shall have no further obligation to pay Purchaser Reimbursement Amounts upon termination of the Servicing Agreement in accordance with Section 8.02(b) of the Servicing Agreement and payment of the termination fee in accordance with such Section.

  • After the Closing Date, -------------------------------- Seller may deliver to Acquiror, on the first and fifteenth day of each month, statements (each a "Seller Reimbursement Statement") showing Customer Charges taken against Seller, Parent or another Subsidiary of Parent and not previously reimbursed by Acquiror that arise from the operation of the Business after the Closing Date and, accordingly, should have been taken against Acquiror.

  • The Seller shall pay Seller Reimbursement Amounts, if any, to the Purchaser in accordance with the Pricing Letter.

  • Purchaser agrees it will not seek any extension of the plan for payment of the Seller Reimbursement Amount, and that said amount must be paid in full by the closing of the 50th Unit.

Related to Seller Reimbursement

  • Expense Reimbursement has the meaning set forth in Section 8.2(c).

  • Cost Reimbursement means a contract which provides for a fee other than a fee based on a percentage of cost and under which a contractor is reimbursed for costs which are allowable and allocable in accordance with the contract terms.

  • Advance Reimbursement Amounts As defined in Section 3.29 hereof.

  • Advance Reimbursement Amount has the meaning stated in Section 4.4(b) of the Servicing Supplement.

  • Trust Reimbursement Amount As defined in Section 3.06A(a) of this Agreement.

  • Workout-Delayed Reimbursement Amounts With respect to any Mortgage Loan or Serviced Loan Combination, the amount of any Advance made with respect to such Mortgage Loan or Serviced Loan Combination on or before the date such Mortgage Loan or Serviced Loan Combination becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Loan Combination becomes a Corrected Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of modified Loan Documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.

  • Workout-Delayed Reimbursement Amount has the meaning set forth in subsection (II)(i) of Section 5.2(a).

  • Seller Expenses means all costs and expenses, including all attorneys' fees, accountants' fees, and other commissions, expenses, and other liabilities or obligations, incurred by Seller in respect of the transactions contemplated by this Agreement.

  • Reimbursement Payment shall have the meaning given to that term in Subparagraph 2.02(c).

  • Servicing Advance Reimbursement Amounts As defined in Section 3.22.

  • Borrower Delayed Reimbursements Any Additional Trust Fund Expenses and reimbursements of Advances that the related Mortgagor is required, pursuant to a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related Mortgage Loan.

  • Reimbursement Amount As defined in Section 2.04.

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Capitalization Reimbursement Shortfall Amount With respect to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of all Mortgage Loans (or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group) during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount (or, if the Mortgage Pool is comprised of two or more Loan Groups, Available Distribution Amount for the related Loan Group) for that Distribution Date.

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • Transfer expenses means all expenses of a transfer that the transfer agreement requires the payee to pay or have deducted from the gross advance amount, including, but not limited to, court filing fees, attorney fees, escrow fees, lien recordation fees, judgment and lien search fees, finders' fees, commissions, and other payments to a broker or other intermediary. Transfer expenses do not include preexisting obligations of the payee that are payable for the payee's account from the proceeds of a transfer.

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Remediation Costs means the cost of any action taken to reduce the concentration of contaminants on, in or under the Eligible Property to permit a record of site condition to be filed in the Environmental Site Registry under section 168.4 of the Environmental Protection Act and the cost of complying with any certificate of property use issued under section 168.6 of the Environmental Protection Act, as further specified in the CIP.

  • Reimbursable Costs means expenses incurred by the employee in the course of engaging in the planned learning activity and include registration, tuition and examination fees as well as textbooks/discs and applicable taxes. They may also include reasonable, incremental meal, accommodation and travel expenses.

  • Covered Expenses means expenses actually incurred by or on behalf of a Covered Person for treatment, services and supplies covered by the Policy. Coverage under the Participating Organization’s Policy must remain continuously in force from the date of the Covered Accident or Sickness until the date treatment, services or supplies are received for them to be a Covered Expense. A Covered Expense is deemed to be incurred on the date such treatment, service or supply, that gave rise to the expense or the charge, was rendered or obtained.

  • Company Expenses has the meaning provided in Section 8.3.

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • Reimbursement Amounts As defined in Section 3.22.

  • Expense Fees As to each Mortgage Loan, the sum of the Servicing Fee and the Trustee Fee.