Seller Costs definition

Seller Costs means, to the extent outstanding as of the Closing Date, all costs, expenses and liabilities incurred by the Company or any Subsidiary on or prior to the Closing Date arising in connection with the negotiation, preparation, execution and delivery of this Agreement, the Seller Closing Documents, the Company Closing Documents and any other instruments and agreements entered into or otherwise delivered by the Company or any Seller pursuant to this Agreement, and any amendments to the same.
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Seller Costs means, in respect of any Insurance Proceeds, an amount equal to (a) any deductible or retention under the applicable insurance policy, plus (b) any costs and expenses of Sellers related to recovering such Insurance Proceeds, plus (c) any income, franchise or similar Taxes in respect of such Insurance Proceeds payable by any Seller, any Affiliate of any Seller or any of their respective direct or indirect equityholders.
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Seller Costs shall have the meaning set forth in Section 10.12 hereof.
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Examples of Seller Costs in a sentence

  • If there is any dispute concerning any portion of an invoice for Services Fees, Out-of-Pocket Costs or Other Seller Costs (an “Invoice Dispute”) that is not resolved by the Parties within thirty (30) days after the date of such invoice, such Invoice Dispute shall be referred for decision to the Accountant.

  • Out-of-Pocket Costs and Other Seller Costs shall be reimbursed at actual cost without markup and, notwithstanding anything herein to the contrary, shall not include any late fees or other penalties incurred by Seller in connection therewith except to the extent caused by the Company.

  • Seller shall, on a Calendar Quarter basis, invoice the Company for applicable Services Fees, Out-of-Pocket Costs and Other Seller Costs.

  • The Company shall reimburse Seller for all actual, reasonably incurred, documented, out-of-pocket costs and expenses incurred by Seller or its Affiliates in connection with such cooperation, which costs and expenses shall be deemed Other Seller Costs and shall be reimbursed in accordance with Section 3.2.

  • Except to the extent a lower threshold is provided for in this Agreement, to the extent any Out-of-Pocket Costs (other than as described in clause (a) immediately above) or Other Seller Costs are not included in the Budget or any Change Order, Seller shall not incur any such costs in excess of $[***] and the Company shall have no obligation to reimburse any such costs in excess of $[***], unless approved in advance in writing by the Company.

  • Seller Costs of a New Survey pursuant to Section 5.2(b) (including any revisions, modifications or recertifications thereto or to the Existing Survey).

  • The Pre-Closing Seller Costs set forth on the Pre-Closing Seller Cost Statement shall be invoiced by the Seller to the Companies immediately prior to the Closing and shall be settled as a result of and as part of the Purchase Price Adjustment pursuant to Section 2(c)(ii).

  • In addition, Seller shall allow the Company to participate in discussions with Seller and any Third Party regarding any agreement or other arrangement to pay Out-of-Pocket Costs (other than as described in clause (a) immediately above) or Other Seller Costs (that, in either case, are not included in the Budget or any Change Order) in excess of $[***].

  • Except as otherwise expressly provided herein, each party shall bear its own expenses in connection herewith; provided, however, that Seller Costs shall be borne solely by the Sellers.

  • Except to the extent to be discharged by Buyer pursuant to Section 6.12, the Retired Debt shall be repaid in full in full concurrently with the Closing and all Seller Costs shall be discharged, either by Seller from the Initial Purchase Price, or if paid by the Company with the consent of Buyer, the Initial Purchase Price shall be reduced by the amount of such payment.


More Definitions of Seller Costs

Seller Costs as defined in Section 6.5.1.
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Seller Costs means the fees and expenses of counsel and accountants of any or all of the Sellers and all transfer taxes, and all underwriting discounts and commissions and other fees and expenses of investment bankers and managers, and all discounts and commissions charged by any broker engaged by Sellers to effect a block trade which are not paid by Buyer under Section 6.6.
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Seller Costs has the meaning set forth in Section 5.16.
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Seller Costs means all costs, expenses and funding necessary (i) to discharge the Retired Debt in full (except to the extent satisfied by Buyer pursuant to Section 6.12), (ii) to discharge any Lien on the Assets other than the Permitted Liens (except to the extent satisfied by Buyer pursuant to Section 6.12), (iii) to provide for full payment of all of Seller's and the Company's investment banking, legal (other than Permitted Legal Fees), accounting (expressly excluding any costs directly related to the audit and preparation of the Company's Tax returns) and other costs and expenses of the Company and Seller with respect to the transactions contemplated hereby (or any similar transaction with another party), (iv) to pay in full all sale and discretionary bonuses earned by employees of the Company prior to the Closing Date or granted in connection with the Closing (other than bonuses previously accrued in the ordinary course of business which do not breach any representation and warranty), (v) to pay in full any payment required by any change in control provision (other than any usual and ordinary consent fees) resulting from the transaction, (vi) to pay in full all remaining costs under the Company's "Shared Harvest" and deferred compensation plans, (vii) to pay one-half of cash severance payments due to Xxxxxxx Xxxxxxx, Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxxx after giving effect to the amendment to be made pursuant to Section 7.2.(m)(ix), (viii) to discharge and pay off or extinguish any other equity interest in the Company other than the Purchased Shares, including all costs associated with Company options outstanding (except to the extent satisfied by Buyer pursuant to Section 6.12), (ix) to settle all past due obligations for any lease of the Company set forth on Schedule 4.12, except to the extent such costs have previously been accrued on the Company's books, (x) to pay any vacation and severance pay due employees of the Company which were previously terminated that was not paid when due, and (xi) to pay retention bonuses to key employees pursuant to the employment contracts entered into pursuant to Section 7.2(d) (other than Xxxxxx X. Xxxxxxx and Xx Xxxxx) and all payroll Taxes associated therewith (except to the extent satisfied by Buyer pursuant to Section 6.12).
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Seller Costs means the costs actually incurred by Seller in connection with the closing of the transaction as contemplated by Section 12(D)(1) of this Agreement.
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Seller Costs means all costs and expenses incurred (i) to discharge any Lien on the Assets, except for Permitted Liens, (ii) to provide for full payment, at or prior to the Closing, of all of the Company’s investment banking, legal, accounting (expressly excluding any costs directly related to the audit of any of the Company’s financial statements performed at the Buyer’s request) and other costs and expenses of the Company with respect to the transactions consummated hereby accruing or occurring at or prior to the Closing, (iii) to pay in full all sale bonuses awarded to Company employees by the Company prior to the Closing Date and payment in full of any change in control or severance payment awarded by the Company to any Company employee prior to the Closing Date and resulting from the Merger, (iv) to discharge and pay off or extinguish any other equity interest in the Company other than the Company Shares, including all costs associated with Company Options outstanding prior to the Merger and (v) to provide any vacation and severance pay due employees of the Company which were previously terminated that has not been paid, if any.
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Related to Seller Costs

  • Transfer Costs means the cost of registration of Transfer arising herefrom calculated with reference to the fee chargeable in terms of the recommended guideline of conveyancing fees, and all incidental disbursements necessary to effect registration, together with VAT on such costs and disbursements, but specifically excluding any costs relating to mortgage bond registration;

  • Cleanup costs means expenses (including but not limited to legal and professional fees) incurred in testing for, monitoring, cleaning up, removing, containing, treating, neutralizing, detoxifying or assessing the effects of Pollutants.

  • Seller Expenses has the meaning set forth in Section 11.1.

  • Labor costs means total compensation of all employees, not to include compensation paid

  • 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.

  • Overhead costs means the actual costs incurred or the estimated costs to be

  • 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.

  • Seller Losses shall have the meaning set forth in Section 9.1(b).

  • Third Party Costs means all such third party costs (including legal and other professional fees) in respect of each service as a Party reasonably and properly incurs in the proper performance of its obligations under this Agreement and as agreed by the Partnership Board.

  • 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.

  • Company Reimbursable Costs means the actual costs and expenses incurred by Company and/or its Affiliates in connection with performance of the Company Work or otherwise incurred by Company and/or its Affiliates in connection with this Agreement, and including, without limitation, any such costs that may have been incurred by Company and/or its Affiliates in connection with the Company Work or this Agreement prior to the Effective Date. These Company Reimbursable Costs shall include, without limitation, the actual expenses for labor (including, without limitation, internal labor), services, materials, subcontracts, equipment or other expenses incurred in the execution of the Company Work, all applicable overhead, overtime costs, all federal, state and local taxes incurred (including, without limitation, all taxes arising from amounts paid to Company that are deemed to be contributions in aid of construction), all costs of outside experts, consultants, counsel and contractors, all other third-party fees and costs, and all costs of obtaining any required permits, rights, consents, releases, approvals, or authorizations acquired by or on behalf of Company, including, without limitation, the Required Approvals.

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • Start-Up Costs means all fees, costs, and expenses incurred in connection with establishing the State Mitigation Trust and the Indian Tribe Mitigation Trust and setting them up for operation. Start-up costs shall not include the cost of premiums for insurance policies.

  • 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.

  • Collection Costs means an amount that the Municipality can charge with regard to the enforcement of a consumer’s monetary obligations;

  • Related Expenses means any and all costs, liabilities, and expenses (including, without limitation, losses, damages, penalties, claims, actions, reasonable attorney's fees, legal expenses, judgments, suits and disbursements) reasonably incurred by, or imposed upon, or asserted against, Lender in any attempt by Lender:

  • Environmental Costs any and all costs or expenses (including attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, fines, penalties, damages, settlement payments, judgments and awards), of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to, any actual or alleged violation of, noncompliance with or liability under any Environmental Laws. Environmental Costs include any and all of the foregoing, without regard to whether they arise out of or are related to any past, pending or threatened proceeding of any kind.

  • Allocable Costs means costs allocable to a particular cost objective if the goods or services involved are chargeable or assignable to such cost objective in accordance with relative benefits received or other equitable relationship. Costs allocable to a specific Program may not be shifted to other Programs in order to meet deficiencies caused by overruns or other fund considerations, to avoid restrictions imposed by law or by the terms of this Agreement, or for other reasons of convenience.

  • Parent Expenses means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder, (ii) corporate overhead expenses Incurred in the ordinary course of business, and to pay salaries or other compensation of employees who perform services for any Parent or for both such Parent and the Company, (iii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including but not limited to trademarks, service marks, trade names, trade dress, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iv) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person, (v) other operational and tax expenses of any Parent incurred on behalf of the Company in the ordinary course of business, including obligations in respect of director and officer insurance (including premiums therefor); it being understood for purposes of this definition, that all operational and tax expenses of any Parent are deemed to be incurred on behalf of the Company if the Company’s activities represent substantially all of the operating activities of any Parent and all of its Subsidiaries, and (vi) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Prepaid Expenses has the meaning set forth in Section 1.2(f).

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

  • Litigation Costs means all reasonable costs, charges, expenses, including attorneys', accountants' and expert witnesses' fees, and obligations paid or incurred in connection with investigating, defending (including affirmative defenses and counterclaims), obtaining or attempting to obtain a settlement, being a witness in, or participating in or preparing to defend, be a witness in, or participate in, any Proceeding and any appeal therefrom and the cost of appeal, attachment and similar bonds.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Loss Adjustment Expenses means all costs and expenses incurred by the Company in the investigation, adjustment and settlement of claims. Loss adjustment expenses include third-party costs as well as the Company’s internal expenses, including salaries and expenses of loss management personnel and certain administrative costs.