REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES Sample Clauses

REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses (i) due and payable at times after the Closing Date for periods prior to the close of business on the Closing Date or (ii) paid prior to the close of business on the Closing Date for periods following the Closing Date, including the prepaid expenses described in Section 1.02(f) hereof and deferred expenses described in Section 1.03(d) hereof, including without limitation, real estate taxes and assessments which are a lien but not yet due and payable, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses relating to the Offices shall be prorated between SELLER and BUYER as of the close of business on the day immediately preceding the Closing Date, PROVIDED, HOWEVER, that all real estate taxes and assessments, and to the extent payable by SELLER and/or Buyer, shall be prorated at the Closing on the basis of the most recently certified real estate taxes and assessments, and all utility payments and lease payments shall be prorated on the basis of the best information available at Closing. Any security deposits relating to the Leased Real Estate shall be credited to the SELLER at Closing. With respect to premiums paid to the FDIC for deposit insurance for the Deposit Liabilities, it shall be assumed that all the Deposit Liabilities are insured under the Bank Insurance Fund; the proration of FDIC deposit insurance premiums will be based on the amount of the Deposit Liabilities as of the close of business on the Closing Date and the number of days during any period for which SELLER has prepaid premiums to the FDIC but during which BUYER has held or will hold the Deposit Liabilities. For prorations, if any, which cannot be reasonably calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section 6.04 hereof.
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REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses due and payable at the time of Closing relating to (1) the Seller Deposit Liabilities assumed by Purchaser (excepting any entrance and/or exit fees imposed by the FDIC but including regular premiums paid to the FDIC for insurance on the Seller Deposit Liabilities which regular premiums will be prorated according to a formula agreed to by the Seller and Purchaser based on the standard formula promulgated by the FDIC, the amount of the Seller Deposit Liabilities assumed by Purchaser and the number of days during any period for which Seller has prepaid premiums to the FDIC that Purchaser has held the Seller Deposit Liabilities), (2) the Seller Assets transferred to Purchaser hereunder, including all rents, real estate taxes, assessments (but not bank deposit taxes), utility payment, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses, shall be prorated between Purchaser and Seller as of the close of business on the Closing Date. Any reimbursement payment due from Purchaser to Seller or from Seller to Purchaser pursuant to the terms of this Section 1.04(c) shall be made in the manner specified in Section 4.04 herein.
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REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. Except as otherwise expressly provided herein, all expenses (i) due and payable at times after the Closing Date for periods prior to the close of business on the Closing Date or (ii) paid prior to the close of business on the Closing Date for periods following the Closing Date, including the prepaid expenses described in Section 1.2(d) hereof and deferred expenses described in Section 1.3(d) hereof, including, without limitation, real estate Taxes (as defined below) which are a Lien but not yet due and payable, utility payments, payments due on leases assigned, payments due on assigned service and maintenance contracts and similar expenses relating to the Office, shall be prorated among SELLERS and BUYER as of the close of business on the Closing Date; provided, however, that all real estate Taxes, to the extent payable by SELLERS and/or BUYER, shall be prorated on the Closing Date on the basis of the most recent tax bxxx (or, if not available, the last available tax duplicate). All prorations shall be final. All utility payments and lease payments shall be prorated on the basis of the best information available on the Closing Date. SELLERS will contact all applicable utility providers to effectuate a reading on the Closing Date so that an appropriate transfer from SELLERS to BUYER can occur as of the Closing Date. SELLERS hereby agree to credit BUYER for security deposits relating to the leases included in the Assumed Contracts in an amount equal to Two Thousand Seven Hundred Thirty-Four Dollars and 46/100 ($2,734.46). Any credits to SELLERS at the Closing under this Section 1.4(c) will be added to the Acquisition Consideration, and any credits to BUYER at the Closing under this Section 1.4(c) shall be subtracted from the Acquisition Consideration.
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REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All expenses due and payable at the time of Closing relating to any prepaid expenses included in the Seller Assets pursuant to Paragraph 1.02(g) shall be prorated between Purchaser and Seller as of the close of business on the Closing Date (including any FDIC insurance premiums, which premiums will be prorated according to a formula agreed to by the Seller and Purchaser based upon the standard formula promulgated by the FDIC, the amount of the Seller Deposit Liabilities assumed by Purchaser, and the number of days during any period for which Seller has prepaid premiums to the FDIC to the FDIC that Purchaser will hold the Seller Deposit Liabilities). Seller shall pay all taxes due and payable with respect to the Real Estate on or prior to the Closing Date and a prorated portion of all taxes assessable and first becoming a lien with respect to the Real Estate during the year in which the Closing Date occurs. The present tax rates and assessed values shall be used for the purpose of setting Seller's prorated payment with respect to the Real Estate taxes if applicable rates and assessed values have not been set.
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REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All expenses relating to the Transferred Contracts and the Sioux Falls, South Dakota operations center, (i) due and payable after the Closing Date for periods prior to the Closing Date or (ii) paid prior to the Closing Date for periods after the Closing Date including, without limitation and to the extent applicable, rents, real estate taxes, assessments, utility payments, medical benefit premiums for employees hired by HCS, shall be prorated between HCS and SCS (on the basis of the actual number of days elapsed and a 366 day year or shorter period as applicable pursuant to the relevant invoice therefore) as of the Closing Date, except to the extent otherwise provided for in the Sioux Falls Real Property Lease. For prorations, if any, which cannot be reasonably calculated as of the Closing Date, a post-closing adjustment shall be made as reasonably possible thereafter and in no event later than the Final Adjustment Date and payment of such prorated amount shall be taken into account in the payment made on the Final Adjustment Date.
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REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All expenses relating to the Beaverton Operations Center (i) due and payable after the Closing Date for periods prior to the Closing Date or (ii) paid prior to the Closing Date for periods after the Closing Date including, without limitation and to the extent applicable, rents, real estate taxes, assessments, utility payments, medical benefit premiums for employees hired by Purchaser, payments due on the Assumed Lease (other than payments to obtain consents or similar approvals to transfer the Assumed Lease to Purchaser) and similar expenses, shall be prorated between the Purchaser and the Seller (on the basis of the actual number of days elapsed and a 360 day year or shorter period as applicable pursuant to the relevant invoice therefor) as of the Closing Date. For prorations, if any, which cannot be reasonably calculated as of the Closing Date, a post-closing adjustment shall be made as soon as reasonably possible thereafter and in no event later than the Settlement Date, and payment of such prorated amount shall be taken into account in the payment made on the Settlement Date. Any payments made or agreed to in order to obtain the consent or other approval from a party to the Assumed Lease to permit the transfer of such Assumed Lease to Purchaser shall be solely the cost and expense of Seller.
Sample 1
REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other expenses (i) due and payable at times after the Closing Date for periods prior to the close of business on the Closing Date or (ii) paid prior to the close of business on the Closing Date for periods following the Closing Date, including the prepaid expenses described in Section 1.02(f) hereof and deferred expenses described in Section 1.03(d) hereof, including without limitation, real estate taxes and assessments which are a lien but not yet due
Sample 1
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Related to REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES

  • Reimbursement of Certain Expenses In addition to its other obligations under Section 7(a) of this Agreement, the Company hereby agrees to reimburse the Underwriters on a quarterly basis for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon, in whole or in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

  • Payment of Certain Expenses The Bank covenants and agrees with SCUSA that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA will pay all of its own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

  • Indemnification of Certain Expenses The Company shall indemnify Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.

  • Payment of Certain Expenses by Servicer The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement, including fees and disbursements of independent accountants, Taxes imposed on the Servicer, expenses incurred in connection with payments and reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement for the account of the Seller, but excluding Liquidation Expenses incurred as a result of activities contemplated by Section 6.6; provided that for avoidance of doubt, to the extent Liquidation Expenses relate to a Loan and a Retained Interest such Liquidation Expenses shall be allocated pro rata. The Servicer will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the maintenance of the Collection Account and the Lock-Box Account. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

  • Certain Expenses The Company shall pay on demand all expenses incurred by the Holder, including reasonable attorneys' fees and expenses, as a consequence of, or in connection with (x) any amendment or waiver of this Note or any other Transaction Document, (y) any default or breach of any of the Company’s obligations set forth in the Transaction Documents and (z) the enforcement or restructuring of any right of, including the collection of any payments due, the Holder under the Transaction Documents, including any action or proceeding relating to such enforcement or any order, injunction or other process seeking to restrain the Company from paying any amount due the Holder.

  • Servicing Compensation; Payment of Certain Expenses by Servicer The Servicer shall be entitled to receive the Servicing Fee in accordance with Section 3.03 as compensation for its services in connection with servicing the Mortgage Loans. Moreover, additional servicing compensation in the form of late payment charges and certain other receipts not required to be deposited in the Collection Account as specified in Section 3.02 shall be retained by the Servicer. The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including payment of all other fees and expenses not expressly stated hereunder to be for the account of the Securityholders, including, without limitation, the fees and expenses of the Administrator, Owner Trustee, Indenture Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as specifically provided herein.

  • Total Servicing Fee; Payment of Certain Expenses by Servicer On each Distribution Date, the Servicer shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to the Noteholders and all other fees and expenses of the Owner Trustee, the Trust Collateral Agent or the Trustee; provided, however, the Servicer shall not be required to pay taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification unless such taxes and claims are expressly stated to be for the account of GM Financial). The Servicer shall be liable for the fees and expenses of the Owner Trustee, the Trust Collateral Agent, the Trustee, the Custodian and the Independent Accountants. Notwithstanding the foregoing, if the Servicer shall not be GM Financial, a successor to GM Financial as Servicer permitted by Section 9.3 shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

  • Allocation of Certain Taxes (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof. (b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax period.

  • Compensation; Allocation of Costs and Expenses (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

  • Reimbursement of Legal Expenses The Company shall promptly reimburse Executive for all reasonable legal fees incurred by Executive in connection with the preparation, negotiation and execution of this Agreement and ancillary documents.

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