Post-Closing Reimbursements Sample Clauses

Post-Closing Reimbursements. After the Closing Time, should a Seller receive payment of any amount on account of any Accounts Receivable or Prepaid Expenses of the MDS Diagnostics Division reflected on the Closing Balance Sheet, such Seller shall receive such payment in trust for Buyer or the applicable Designated Buyer Affiliate and shall, within fifteen (15) Business Days after the end of each month in which any such payment was received, notify the Buyer or the applicable Designated Buyer Affiliate of such payment and pay to the Buyer or the applicable Designated Buyer Affiliate an amount equal to the money received by such Seller in respect of such payment without any deduction, withholding or off set. After the Closing Time, should a Seller make a payment of any amount on account of any Assumed Liability reflected on the Closing Balance Sheet, including for greater certainty any Employee wages, health, dental or other benefits and other remuneration, the Seller shall provide Buyer or the applicable Designated Buyer Affiliate with evidence of the payment and Buyer or the applicable Designated Buyer Affiliate shall, within fifteen (15) Business Days of receipt of such evidence, reimburse the Seller an amount equal to the amount paid without any deduction, withholding or off set.
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Post-Closing Reimbursements. (a) To the extent that any customer or other third party takes a deduction against any invoice paid or any notes or accounts receivable owed to Seller which deduction constitutes an Assumed Liability, Seller shall be entitled to be reimbursed by Buyer for such deduction. To the extent that any customer or other third party takes a deduction against any invoice paid or any notes or accounts receivable owed to Buyer which deduction is not an Assumed Liability, Buyer shall be entitled to be reimbursed by Seller for such deduction. Buyer or Seller, as the case may be, shall promptly notify the other in writing of any such deduction and, upon receipt of proper documentation of the deduction, the reimbursing party shall promptly (and, in any event, within ten Business Days of receipt of notice) reimburse the other party for the amount of such deduction by wire transfer to the designated bank account of the other party.
Sample 1
Post-Closing Reimbursements. (a) After the BC Closing Time, in the event that any of MDS, Xxxxxx XX, Xxxxxx XX or Metro GP receives payment of any amount on account of any Accounts Receivable or Prepaid Expenses of the MDS Diagnostics Division reflected on the Closing Balance Sheet, it shall receive such payment in trust for Buyer or the applicable Designated Buyer Affiliate and shall, within fifteen (15) Business Days after the end of each month in which any such payment was received, notify the Buyer or the applicable Designated Buyer Affiliate of such payment and pay to the Buyer or the applicable Designated Buyer Affiliate an amount equal to such payment received by MDS or Metro GP without any deduction, withholding or off set.
Sample 1
Post-Closing Reimbursements. (a) If Sellers determine that they have made payment, after the Closing, in respect of a liability that is the responsibility of Purchaser under the terms of this Agreement, Sellers shall provide a calculation of the amount thereof and reasonable support for such calculation. If Purchaser determines that it has made payment, after the Closing, in respect of a liability that is the responsibility of Sellers under the terms of this Agreement, Purchaser shall provide a calculation of the amount thereof and reasonable support for such calculation. The parties shall reimburse to each other any undisputed amounts presented pursuant to this Section 7.06(a) as promptly as practicable and shall use their good faith efforts to resolve any disputed items.
Sample 1
Post-Closing Reimbursements. Following the Closing, THX will (i) pay to Seneca-Upshur any proceeds received by THX on account of Hydrocarbon Inventory as of the Effective Time or Hydrocarbons produced on or after the Effective Time and (ii) reimburse Seneca-Upshur for any expenses paid by Seneca-Upshur that represent Retained Liabilities, upon receipt from Seneca-Upshur of appropriate evidence of such payment. Following the Closing, Seneca-Upshur will promptly (i) pay to THX any proceeds received by Seneca-Upshur on account of Hydrocarbons produced prior to the Effective Time other than Hydrocarbon Inventory as of the Effective Time and (ii) reimburse THX for any expenses paid by THX that represent Business Liabilities, upon receipt from THX of appropriate evidence of such payment. The parties agree to keep proper accounts of such amounts and agree to settle such amounts on a date that is to be mutually agreed within 60 days after Closing and on each following successive 30 day period. Any credit or liability with respect to production or pipeline imbalances and any associated penalties existing as of the Effective Time will be settled by the parties after the Closing.
Sample 1

Related to Post-Closing Reimbursements

  • Expense Reimbursements To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

  • Business Expense Reimbursements During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

  • PAYMENT OF CLOSING COSTS In addition to the costs set forth in Paragraphs 3.1 and 3.2, Purchaser and Seller shall each pay for one-half of the costs of the documentary or transfer stamps to be paid with reference to the "Deed" (hereinafter defined) and all other stamps, intangible, transfer, documentary, recording, sales tax and surtax imposed by law with reference to any other sale documents delivered in connection with the sale of the Property to Purchaser and all other charges of the Title Insurer in connection with this transaction.

  • Reimbursements of Workout-Delayed Reimbursement Amounts The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement and payment for all Workout-Delayed Reimbursement Amounts in each Collection Period; provided that the aggregate amount (for all such Persons collectively) of such reimbursements and payments in such Collection Period shall not exceed (and the reimbursement and payment shall be made from) the aggregate amount in the Collection Account allocable to principal received with respect to the Mortgage Loans for such Collection Period contemplated by clause (I)(A) of the definition of Principal Distribution Amount (but not including any such amounts that constitute Advances) and net of any Nonrecoverable Advances then outstanding and reimbursable from such principal in accordance with Section 5.2(a)(II)(iv) below. As and to the extent provided in clause (II)(A) of the definition thereof, the Principal Distribution Amount for the Distribution Date related to such Collection Period shall be reduced to the extent that such payment or reimbursement of a Workout-Delayed Reimbursement Amount is made from the aggregate amount in the Collection Account allocable to principal pursuant to the preceding sentence.

  • Expense Reimbursement The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

  • Closing Costs Seller will pay one-half of escrow fees, the cost of the title commitment and any brokerage commissions payable. The Buyer will pay the cost of issuing a Standard Owners Title Insurance Policy in the full amount of the purchase price, if Buyer shall decide to purchase the same. Buyer will pay all recording fees, one-half of the escrow fees, and the cost of an update to the Survey in Sellers possession (if an update is required by Buyer.) Each party will pay its own attorney's fees and costs to document and close this transaction.

  • Closing Fees On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as have been agreed to in writing by the Parent and the Joint Lead Arrangers.

  • Closing Costs; Transfer Taxes and Fees Seller shall be responsible for paying (i) any documentary and transfer taxes and any sales, use or other taxes imposed by reason of the transfers of Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto and (ii) all costs of obtaining the transfer of existing Permits which may be lawfully transferred, (iii) all fees and costs of recording or filing all applicable conveyancing instruments described in Section 3.1, and (iv) all fees and costs of recording or filing all UCC termination statements and other releases of Encumbrances.

  • Reimbursement of Fee Waivers and Expense Reimbursements If on any day during which the Advisory Agreement is in effect, the estimated annualized Fund Operating Expenses of the Fund for that day are less than the Operating Expense Limit, the Adviser shall be entitled to reimbursement by a Fund of the investment advisory fees waived or reduced, and any other expense reimbursements or similar payments remitted by the Adviser to the Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) within three years after the year in which the Adviser waived or reduced investment advisory fees or reimbursed expenses, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.

  • Business Expense Reimbursement During the Term of employment, the Executive shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred by the Executive (in accordance with the policies and procedures established by the Company for its senior executive officers) in performing services hereunder, provided the Executive properly accounts therefore.

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