Seller Representative Expenses definition

Seller Representative Expenses is defined in Section 11.20(d).
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Seller Representative Expenses shall have the meaning set forth in Section 1.15(d) of this Agreement.
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Seller Representative Expenses is defined in Section 8.5(b). “Seller Representative Expense Reserve” is defined in Section 2.5(b)(iv). “Seller Representative Group” is defined in Section 8.5(b). “Seller Response” is defined in Section 2.5(c)(ii). “Seller Response Deadline” is defined in Section 2.5(c)(ii). “Seller Tax Claim” is defined in Section 6.5(g). “Statement” is defined in Section 6.5(b)(i). “Straddle Period” means a taxable period (or, in the case of the Texas franchise Tax, a privilege period) that includes the Closing Date but does not end on the Closing Date. 11
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Examples of Seller Representative Expenses in a sentence

  • The Seller Representative Expenses Fund may be used by the Sellers’ Representative to pay any expense incurred by the Sellers’ Representative in his capacity as the Sellers’ Representative, including, but not limited to any attorneys’, accountants’ and other professional services expenses incurred in connection with the Closing, and any such fees and expenses incurred after the Closing.

  • No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign solely by reason of such purchase.

  • Eritreans from ‘Badme and its environs’, who were forced to either convert to Ethiopian nationality or be expelled, were among the over 75,000 Eritrean deportees evicted and their properties confiscated.

  • The Seller Representative shall maintain the Seller Representative Reserve in a segregated account and shall use the Seller Representative Reserve solely (i) for the purposes of paying directly or reimbursing the Seller Representative for any Seller Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or any Seller Representative letter agreement, or (ii) as otherwise determined by the Advisory Group.

  • The Representative Expense Fund shall be held by the Seller Representative in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Seller Representative for any Seller Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or the Seller Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group.

  • The Representative Expense Fund shall be held by the Seller Representative in a segregated client account and shall be used for the purposes of paying directly or reimbursing the Seller Representative for any Seller Representative Expenses incurred pursuant to this Agreement or the Escrow Agreement.


More Definitions of Seller Representative Expenses

Seller Representative Expenses means any and all amounts incurred in connection with the performance and enforcement of this Agreement by the Seller Representative (including attorneys’ fees, accountants fees, the fees of expenses of any third party paying agent, wire fees or similar charges) as certified by the Seller Representative.
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Related to Seller Representative Expenses

  • Seller Representative means Xxxxx Bank.

  • Seller Representatives has the meaning set forth in Section 5.8(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.

  • Administrative Expenses means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the General Partner directly.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • 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.

  • Holder Representative has the meaning specified in Section 11.1.

  • Administrative Expense Cap An amount equal on any Payment Date (when taken together with any Administrative Expenses paid during the period since the preceding Payment Date or in the case of the first Payment Date, the period since the Closing Date), to the sum of (a) 0.025% per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed) of the Fee Basis Amount on the related Determination Date and (b) U.S.$250,000 per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year consisting of twelve (12) 30-day months); provided that (1) in respect of any Payment Date after the third Payment Date following the Closing Date, if the aggregate amount of Administrative Expenses paid pursuant to Section 11.1(a)(i)(A), Section 11.1(a)(ii)(A) and Section 11.1(a)(iii)(A) (including any excess applied in accordance with this proviso) on the three immediately preceding Payment Dates and during the related Collection Periods is less than the stated Administrative Expense Cap (without regard to any excess applied in accordance with this proviso) in the aggregate for such three preceding Payment Dates, then the excess may be applied to the Administrative Expense Cap with respect to the then-current Payment Date; and (2) in respect of the third Payment Date following the Closing Date, such excess amount shall be calculated based on the Payment Dates preceding such Payment Date.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Excluded Expenses means any costs, fees or expenses of the Company or any Company Subsidiary arising out of or relating to any dispute with the Shareholder Representative or otherwise with respect to the terms of this Agreement other than the Shareholder Representative’s equal share of the fees and expenses of the Neutral Auditor and the investment bank pursuant to Section 2.4(d)(i) and except as otherwise set forth in Section 7.8.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Buyer Representatives shall have the meaning set forth in Section 6.4(a).

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Lenders’ Representative means the person duly authorised by the Senior Lenders to act for and on behalf of the Senior Lenders with regard to matters arising out of or in relation to this Agreement, and includes his successors, assigns and substitutes;

  • Administrative Expense means (a) any cost or expense of administration of the Reorganization Cases under section 503(b) of the Bankruptcy Code including, but not limited to (1) any actual and necessary post-petition cost or expense of preserving the Estates or operating the Debtors' assets and businesses, (2) any payment to be made under the Plan to cure a default on an assumed executory contract or unexpired lease, (3) any post-petition cost, indebtedness or contractual obligation duly and validly incurred or assumed by the Debtors in the ordinary course of business, and (4) compensation or reimbursement of expenses of professionals to the extent allowed by the Bankruptcy Court under section 327, 328, 330(a), 331, 503(b) or 1103 of the Bankruptcy Code, including, without limitation, the Futures Representative and its Representatives and (b) any fee or charge assessed against the Estates under 28 U.S.C. ss. 1930.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C of the Plan.

  • 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.