Reimbursement for Certain Payments. (i) All ad valorem Taxes on personal property or any similar Taxes with respect to the Acquired Assets, other than Transfer Taxes (“Property Taxes”) shall be prorated between MSB and OTI as of the Closing Date, computed by multiplying the amount of Property Taxes for the Tax period for which the same are levied by a fraction, the numerator of which is the number of days in such Tax period up to and including the Closing Date and the denominator of which is the number of days in such Tax period. In connection with such proration of Property Taxes, in the event that actual Property Tax figures are not available at the Closing Date, proration of Property Taxes shall be based upon the actual Property Taxes for the preceding fiscal year for which actual Property Tax figures are available, and re-prorated when actual Property Tax figures become available. For the avoidance of doubt, Property Taxes allocated to OTI pursuant to this Section 2.1(e)(i) shall constitute Excluded Liabilities. To the extent one Party makes a payment of Property Taxes allocated to the other Party, such other Party shall promptly reimburse the paying Party upon receipt of written notice that such Property Taxes have been paid.
Reimbursement for Certain Payments. THCI shall reimburse the Acquirors for any payments made pursuant to the Employee Plans listed in Section 6.03 of the THCI Disclosure Schedule other than Section 6.03(I)(A) and (II)(A) thereof to the extent that the aggregate payments made under such plans by the Management Company on or following the Initial Closing Date exceed US$6.6 million and, with respect to the Employee Plans listed in Section 6.03(I)(A) and (II)(A) thereof, to the extent that any payments are required to be made under such plans by the Management Company.
Reimbursement for Certain Payments. In the event that on or after the Closing Date, Seller receives any accounts receivable payments of the Business, Seller shall remit such payments to Buyer in the form received within five (5) business days of Seller’s receipt of such payments. In the event that on or after the Closing Date, Buyer receives any funds relating to Excluded Assets, Buyer shall remit such payments to Seller in the form received within five (5) business days of Buyer’s receipt of such payments.
Reimbursement for Certain Payments. If Buyer pays any of the Excluded Liabilities, then Seller shall reimburse the amount of such payment to Buyer by wire transfer of immediately available funds within five (5) Business Days of receipt by Seller of a demand for reimbursement, together with corresponding documentation of such payment. In the event that on or after the Closing Date, Seller receives any Accounts Receivable payments of the Business, Seller shall remit such payments to Buyer in the form received within five (5) Business Days of Seller’s receipt of such payments. In the event that on or after the Closing Date, Buyer receives any funds relating to Excluded Assets, Buyer shall remit such payments to Seller in the form received within five (5) Business Days of Buyer’s receipt of such payments.
Reimbursement for Certain Payments. If Buyer pays any of the Excluded Liabilities, then Seller shall reimburse the amount of such payment to Buyer by wire transfer of immediately available funds within five (5) business days of receipt by Seller of a demand for reimbursement, together with corresponding documentation of such payment. In the event that on or after the Closing Date Seller receives any Accounts Receivable payments belonging to Buyer, Seller shall remit such payments to Buyer in the form received within five (5) business days of Seller’s receipt of such payments. Seller shall, if applicable, provide Buyer with a regular accounting of all Accounts Receivable payments received by Seller, but belonging to Buyer, and shall provide Buyer with access to such books, records and other information as may be reasonably necessary for Buyer to verify such accounting. Shareholder shall be jointly and severally liable with Seller for any payments required under this Section 5.4.
Reimbursement for Certain Payments. In the event that after the Effective Txxx Xxxxxx (and/or Seller’s Affiliates) receive any payment belonging to Buyer or the Company, Seller (and/or Seller’s Affiliates) shall hold such payment in trust for Buyer or the Company, as applicable and remit such payment to Buyer or the Company, as applicable, in the form received within five (5) Business Days of receipt of such payment. In the event that after the Effective Time the Company receives any payment belonging to Seller or Parent, the Company shall hold such payment in trust for Seller or Parent, as applicable and remit such payment to Seller or Parent, as applicable, in the form received within five (5) Business Days of receipt of such payment.
Reimbursement for Certain Payments. (a) THCI shall, on behalf of the Management Company and, except as provided in Section 6.08(b), at the Management Company's expense, make all payments required to be made on or following the Initial Closing Date pursuant to the Employee Plans listed in Section 6.03 of the THCI Disclosure Schedule. The Management Company or the Acquirors shall reimburse THCI for the full amount of such payments promptly upon receipt of supporting documentation reasonably acceptable to the Acquirors; PROVIDED, HOWEVER, that if THCI provides to the Acquirors, not later than the close of business on the second Business Day prior to the Initial Closing Date, an estimate of any such payments to be made on the Initial Closing Date, the aggregate amount thereof shall be reimbursed to THCI by the Acquirors at the Initial Closing and appropriate settlement made as soon as practicable after the final determination of the actual amount so paid on the Initial Closing Date.
Reimbursement for Certain Payments. If the Seller or any of the Seller Subsidiaries pay any of the Assumed Liabilities, then the Buyer shall reimburse the Seller or the appropriate Seller Subsidiary by wire transfer within two business days of receipt by the Buyer of a demand for reimbursement, together with corresponding documentation of such payment, from the Seller. If the Buyer or any of the Buyer Subsidiaries pay any of the Retained Liabilities, then the Seller shall reimburse the Buyer or the applicable Buyer Subsidiary by wire transfer within two business days of receipt by the Seller of a demand for reimbursement, together with corresponding documentation of such payment, from the Buyer.
Reimbursement for Certain Payments. (a) All ad valorem Taxes on personal property or any similar Taxes with respect to the Acquired Assets, other than Transfer Taxes (“Property Taxes”) shall be prorated between Purchaser and Seller as of the Closing Date, computed by multiplying the amount of Property Taxes for the fiscal year for which the same are levied by a fraction, the numerator of which is the number of days in such fiscal year up to and including the Closing Date and the denominator of which is the number of days in such fiscal year. In connection with such proration of Property Taxes, in the event that actual Property Tax figures are not available at the Closing Date, proration of Property Taxes shall be based upon the actual Property Taxes for the preceding fiscal year for which actual Property Tax figures are available, and re-prorated when actual Property Tax figures become available.
Reimbursement for Certain Payments. If Buyer pays any of the Excluded Liabilities, then Seller shall reimburse the amount of such payment to Buyer by wire transfer of immediately available funds within two (2) business days of receipt by Seller of a demand for reimbursement, together with corresponding documentation of such payment. In the event that on or after the Closing Date Seller received or receives any payments of accounts receivable relating to the Acquired Business (including, without limitation, Accounts Receivable) Seller shall hold such payment in trust for Buyer and shall remit such payments to Buyer in the form received within two (2) business days of Seller’s receipt of such payments.
