REIMBURSEMENT FOR DEPOSITS Sample Clauses

REIMBURSEMENT FOR DEPOSITS. On the Closing Date, Seller shall reimburse Buyer for the assumption by Buyer of the Deposits in an amount equal to 95% of the Deposits assumed by Buyer pursuant to Section 2.3(a) above. All amounts are to be calculated as of the Closing Date. The parties agree that the premium is attributable to (1) favorable interest rates on the Deposits acquired and (2) the agreements set forth in Article 9. Buyer and Seller agree that the allocation of the purchase price will be made based on the relative fair market value of the Assets acquired, as required by Section 1060 of the Internal Revenue Code of 1986, as amended, and agree to utilize such allocation for federal income tax purposes. Such allocation will be consistently reflected by each Party on their federal income tax returns and similar documents, including but not limited to Internal Revenue Service Form 8594. Neither Party shall file any document or assert any position that conflicts or is inconsistent with such allocation, and each Party agrees to inform the other promptly upon receipt of any communication from (or forwarding any communication to) the Internal Revenue Service relating to Form 8594. Each Party shall cooperate fully with the other in filing Form 8594. Buyer shall prepare the Form 8594 and shall promptly submit it to Seller for approval and to facilitate the consistent filing of such form by Seller and Buyer.
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REIMBURSEMENT FOR DEPOSITS. On the Closing Date, Seller shall reimburse Buyer for the assumption by Buyer of the liabilities and obligations relating to the Deposits an amount in immediately available funds equal to (i) 100% of the aggregate amount of Deposits assumed by Buyer pursuant to Section 2.3(a) above less (ii) the sum of (A) the product of the Blue Xxx/Big Bear Deposit Premium Percentage and the aggregate amount of Blue Xxx/Big Bear Deposits on the Closing Date and (B) the product of the Fullerton Deposit Premium and the aggregate amount of Fullerton Deposits on the Closing Date. Such reimbursement may be made in whole or in part of means of a credit by Buyer to Seller of the Purchase Price under the Mortgage Loan Purchase Agreement. The parties agree that the premium reflected in the Deposit Premium Percentage is attributable to favorable interest rates on the term Deposits acquired. Buyer and Seller agree that the allocation of the Purchase Price will be made based on the relative fair market value of the Assets acquired, as required by Section 1060 of the Internal Revenue Code of 1986, as amended, and agree to utilize such allocation for federal income tax purposes. Such allocation will be consistently reflected by each Party on their federal income tax returns and similar documents, including but not limited to Internal Revenue Service Form 8594. Neither Party shall file any document or assert any position that conflicts or is inconsistent with such allocation, and each Party agrees to inform the other promptly upon receipt of any communication from (or forwarding any communication to) the Internal Revenue Service relating to Form 8594. Each Party shall cooperate fully with the other in filing Form 8594. Buyer shall prepare the Form 8594 and shall promptly submit it to Seller for approval and to facilitate the consistent filing of such form by Seller and Buyer.
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REIMBURSEMENT FOR DEPOSITS. 53 5.8 Post-Closing Audit................................................................................ 54 ARTICLE 6 - DEFAULTS, TERMINATIONS AND REMEDIES............................................................... 54 6.1
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REIMBURSEMENT FOR DEPOSITS. At the Closing, (a) all cash balances maintained by the Property Owners in unrestricted bank accounts may be withdrawn and retained by the Existing Partners, (b) all receivables of the Property Owners set forth on Schedule DD shall be treated as a credit to the Existing Partners for the purposes of adjustments made pursuant to this Article 5 and (c) BPLP shall replace all letters of credit, bond deposits, sinking funds, escrows, similar funds and other amounts relating to the Properties as set forth on Schedule DD. All of the foregoing payments shall be made in cash at the Closing and none of the foregoing shall have any effect on the calculation of the Contribution Price under this Agreement.
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REIMBURSEMENT FOR DEPOSITS. On the Closing Date, Seller shall reimburse Buyer in cash for the assumption by Buyer of the liabilities and obligations relating to the Deposits an amount equal to (i) 100% of the aggregate amount of the Deposits assumed by Buyer pursuant to Section 2.3(a) above less (ii) the product of the Deposit Premium Percentage and the aggregate amount of Deposits on the Closing Date. The parties agree that the premium reflected in the Deposit Premium Percentage is attributable to favorable interest rates on the Deposits acquired. Buyer and Seller agree that the allocation of the Purchase Price will be made based on the relative fair market value of the Assets acquired, as required by Section 1060 of the Internal Revenue Code of 1986, as amended, and agree to utilize such allocation for federal income tax purposes. Such allocation will be consistently reflected by each Party on their federal income tax returns and similar documents, including but not limited to Internal Revenue Service Form 8594. Neither Party shall file any document or assert any position that conflicts or is inconsistent with such allocation, and each Party agrees to inform the other promptly upon receipt of any communication from (or forwarding any communication to) the Internal Revenue Service relating to Form 8594. Each Party shall cooperate fully with the other in filing Form 8594. Buyer shall prepare the Form 8594 and shall promptly submit it to Seller for approval and to facilitate the consistent filing of such form by Seller and Buyer.
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REIMBURSEMENT FOR DEPOSITS. At the Closing, (a) all cash balances maintained by the Property Owners in unrestricted bank accounts may be withdrawn and retained by the Existing Partners, (b) all receivables of the applicable Property Owners set forth on Schedule DD of the Contribution Agreement (as they relate to the Properties) shall be treated as a credit to the Existing Partners for the purposes of adjustments made pursuant to this Article 5 and (c) BPLP shall replace all letters of credit, bond deposits, sinking funds, escrows, similar funds and other amounts relating to the Properties as set forth on Schedule DD of the Contribution Agreement. All of the foregoing payments shall be made in cash at the Closing and none of the foregoing shall have any effect on the calculation of the Contribution Price under this Agreement.
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REIMBURSEMENT FOR DEPOSITS. In consideration for assuming the Deposits and the Accrued Interest thereon, Seller shall pay to Buyer an amount in immediately available funds equal to the sum of 100% of the Deposits and all Accrued Interest thereon as of the Closing Date.
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Related to REIMBURSEMENT FOR DEPOSITS

  • Reimbursement for Advances If the Fund requires the Custodian to advance cash or securities for any purpose for the benefit of a Portfolio including the purchase or sale of foreign exchange or of contracts for foreign exchange, or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio's assets to the extent necessary to obtain reimbursement.

  • Reimbursement for Business Expenses During the period that Executive is employed with the Company hereunder, the Company shall reimburse Executive for all reasonable, necessary and documented expenses incurred by Executive in performing Executive’s duties for the Company, on the same basis as similarly situated employees generally and in accordance with the Company’s policies as in effect from time to time; and

  • Payment of Custodian Fees Upon receipt of Written Instructions directing payment, the Custodian shall disburse moneys from the assets of the Trust in payment of the Custodian's fees and expenses as provided in Article VIII hereof.

  • Reimbursement for Additional Charges If Tenant pays or causes to be paid property taxes or similar or other Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Agreement (other than termination by reason of an Event of Default), Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of its estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such taxes and other similar Additional Charges that are attributable to any period after the Term of this Agreement.

  • Reimbursement for Expenses The Manager shall not be compensated for its services as Manager of the Company except as expressly provided in this Agreement. The Members acknowledge and agree that, upon consummation of the IPO, the Manager’s Class A Common Stock will be publicly traded and therefore the Manager will have access to the public capital markets and that such status and the services performed by the Manager will inure to the benefit of the Company and all Members; therefore, the Manager shall be reimbursed by the Company for any reasonable out-of-pocket expenses incurred on behalf of the Company, including without limitation all fees, expenses and costs associated with the IPO and all fees, expenses and costs of being a public company (including without limitation public reporting obligations, proxy statements, stockholder meetings, stock exchange fees, transfer agent fees, legal fees, SEC and FINRA filing fees and offering expenses) and maintaining its corporate existence. For the avoidance of doubt, the Manager shall not be reimbursed for any federal, state or local taxes imposed on the Manager or any subsidiary of the Manager (other than taxes paid by the Manager on behalf of the Company and any subsidiary of the Company but only if the taxes paid were the legal liability of the Company and/or any subsidiary of the Company). In the event that shares of Class A Common Stock are sold to underwriters in the IPO (or in any subsequent public offering) at a price per share that is lower than the price per share for which such shares of Class A Common Stock are sold to the public in the IPO (or in such subsequent public offering, as applicable) after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (such difference, the “Discount”) (i) the Manager shall be deemed to have contributed to the Company in exchange for newly issued Common Units the full amount for which such shares of Class A Common Stock were sold to the public and (ii) the Company shall be deemed to have paid the Discount as an expense. To the extent practicable, expenses incurred by the Manager on behalf of or for the benefit of the Company shall be billed directly to and paid by the Company and, if and to the extent any reimbursements to the Manager or any of its Affiliates by the Company pursuant to this Section 6.06 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Company), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts.

  • Reimbursement of Travel Expenses If the Servicer provides access to the Review Materials at one of its properties, the Issuer will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Review on receipt of a detailed invoice.

  • Master Servicer to Pay Custodian's Fees and Expenses The Master Servicer covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Custodian, and the Master Servicer will pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith.

  • Reimbursement Payments The following rules shall apply to payments of any amounts under this Agreement that are treated as “reimbursement payments” under Section 409A, including, but not limited to, any payments provided under Section 4.3: (i) the amount of expenses eligible for reimbursement in one calendar year shall not limit the available reimbursements for any other calendar year; (ii) Executive shall file a claim for all reimbursement payments not later than thirty (30) days following the end of the calendar year during which the expenses were incurred, (iii) the Company shall make such reimbursement payments within thirty (30) days following the date Executive delivers written notice of the expenses to the Company; and (iv) Executive’s right to such reimbursement payments shall not be subject to liquidation or exchange for any other payment or benefit.

  • Indemnification and Reimbursement for Payments on Behalf of a Member If the Company is obligated to pay any amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Member or a Member’s status as such (including federal income taxes, additions to tax, interest and penalties as a result of obligations of the Company pursuant to the Revised Partnership Audit Provisions, federal withholding taxes, state personal property taxes and state unincorporated business taxes, but excluding payments such as payroll taxes, withholding taxes, benefits or professional association fees and the like required to be made or made voluntarily by the Company on behalf of any Member based upon such Member’s status as an employee of the Company), then such Member shall indemnify the Company in full for the entire amount paid (including interest, penalties and related expenses). The Manager may offset Distributions to which a Member is otherwise entitled under this Agreement against such Member’s obligation to indemnify the Company under this Section 5.06. In addition, notwithstanding anything to the contrary, each Member agrees that any Cash Settlement such Member is entitled to receive pursuant to Article XI may be offset by an amount equal to such Member’s obligation to indemnify the Company under this Section 5.06 and that such Member shall be treated as receiving the full amount of such Cash Settlement and paying to the Company an amount equal to such obligation. A Member’s obligation to make payments to the Company under this Section 5.06 shall survive the transfer or termination of any Member’s interest in any Units of the Company, the termination of this Agreement and the dissolution, liquidation, winding up and termination of the Company. In the event that the Company has been terminated prior to the date such payment is due, such Member shall make such payment to the Manager (or its designee), which shall distribute such funds in accordance with this Agreement. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 5.06, including instituting a lawsuit to collect such contribution with interest calculated at a rate per annum equal to the sum of the Base Rate plus 300 basis points (but not in excess of the highest rate per annum permitted by Law). Each Member hereby agrees to furnish to the Company such information and forms as required or reasonably requested in order to comply with any Laws and regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to which the Member is legally entitled. The Company may withhold any amount that it determines is required to be withheld from any amount otherwise payable to any Member hereunder, and any such withheld amount shall be deemed to have been paid to such Member for purposes of this Agreement.

  • Disbursements, Reimbursement Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively.

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