Pre-Closing Costs. Xxxxx and Seller acknowledge that Closing Agent may incur certain costs while processing this transaction which must be paid prior to Closing. Closing Agent is authorized and instructed to release funds for payment of such costs prior to Closing from funds deposited into Escrow by Buyer. Such funds are not refundable and Closing Agent is released from any liability for payment of any such funds pre-released through the Escrow. Closing Agent is authorized to charge the appropriate party for costs incurred, or credit the appropriate party for credits, as applicable at Closing or upon termination of this Agreement.
Pre-Closing Costs. Except as otherwise provided herein to the contrary, each of the Members will bear all costs and expenses incurred by such Member prior to the date hereof, including, without limitation, all costs and expenses (including transfer and recordation taxes with respect to properties transferred by such Member) relating to the contribution of assets to the Company in connection with the Initial Closing.
Pre-Closing Costs. Xxxxx and Seller acknowledge that Escrow Agent may incur certain costs while processing this transaction which must be paid prior to Closing. Escrow Agent is authorized and instructed to release funds for payment of such costs prior to Closing from funds deposited into Escrow by Buyer. Such funds are not refundable and Escrow Agent is released from any liability for payment of any such funds pre-released through the Escrow. Escrow Agent is authorized to charge the appropriate Party for costs incurred, or credit the appropriate Party for credits, as applicable at Closing or upon termination of this Agreement.
Pre-Closing Costs. Buyer and Seller acknowledge that Closing Agent may incur certain costs while processing this transaction which must be paid prior to Closing. Closing Agent is authorized and instructed to release funds for payment of such costs prior to Closing. Closing Agent is authorized and instructed to release funds for payment of such costs prior to Closing from funds deposited into Escrow by Buyer. Such funds are not refundable and Closing Agent is released from any liability for payment of any such funds pre-released through the Escrow. Closing Agent is authorized to charge the appropriate party for costs incurred, or credit the appropriate party for credits, as applicable at Closing or upon termination of this Agreement.
Pre-Closing Costs. In the event that it becomes necessary to incur any fees, costs and expenses to re-certify or re-license the Sonus switch to Buyer prior to Closing, Buyer will pay these fees, costs and expenses during such pre-closing period. However, at the Closing, all such costs will be deducted from the Purchase Price.
Pre-Closing Costs. The parties acknowledge that Buyer may be invoiced by third parties or otherwise be liable for costs which are Excluded Liabilities (the "Pre-Closing Costs"), such as rebates to customers of the Business that relate to sales made to such customers by or on behalf of Seller prior to the Closing. Seller will reimburse Buyer for Pre-Closing Costs on a monthly basis, upon presentation by Buyer of invoices and related documentation reasonably satisfactory to Seller. Buyer agrees that Seller may inspect Buyer's books and records as necessary to verify the amount of such Pre-Closing Costs. Notwithstanding the foregoing, Buyer shall forward to Seller any invoices it receives that are addressed to Seller and, to the extent such invoices relate to Excluded Liabilities, Seller shall pay such invoices.
Pre-Closing Costs. In the event that it becomes necessary to incur any fees, costs and expenses to re-certify or re-license the Sonus switches included in the Purchased Assets to Buyer prior to Closing or to maintain, upgrade or insure such Sonus switches prior to the Closing, Buyer will pay these fees, costs and expenses during such pre-closing period. Notwithstanding the foregoing sentence, the parties acknowledge and agree that Seller shall be responsible for all of the fees, costs and expenses associated with the version 5.1 software upgrades to the Sonus switches included in the Purchased Assets and the associated Sonus licenses (which software upgrades and licenses shall be included in the Purchased Assets hereunder). Seller's liability for these fees, costs and expenses (in the aggregate amount of $40,000) has been reflected in the amount of the Cash Consideration and there shall be no further deduction from the amount of the Cash Consideration with respect to these fees, costs and expenses."
Pre-Closing Costs. (a) Smart and SmartStop acknowledge that certain third party out-of-pocket costs may be incurred by the Partners prior to Closing in accordance with the Development Budget (the “Pre-Closing Costs”), and that the following shall apply to such Pre-Closing Costs on Closing:
