Reimbursement for Pre-Formation Costs Sample Clauses

Reimbursement for Pre-Formation Costs. At or within 5 business days after the acquisition of the Projects by the Company, the Company shall reimburse KBS and JV Member for any and all legal and accounting fees, organizational costs and any other formation and due diligence costs incurred by KBS and JV Member (and/or any Affiliate or representative thereof) in connection with the formation of the Company, the negotiation and documentation of this Agreement and the acquisition of the Projects. The foregoing reimbursements shall not be debited to or otherwise reduce any Member’s Capital Account. KBS and JV Member shall use good faith commercially reasonable efforts to cause all such amounts to be reimbursed hereunder to be included in the Company’s final escrow closing statement for the acquisition of the Projects.
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Reimbursement for Pre-Formation Costs. The Company shall reimburse KBS and JV Member at the Property Closing for any and all legal and accounting fees, organizational costs and any other reasonable, actual, out-of-pocket formation and due diligence costs incurred by KBS and JV Member (and/or any Affiliate or representative thereof) in connection with the formation of the Company, the negotiation and documentation of this Agreement and the acquisition of the Project (“Pursuit Costs”) set forth in the initial Annual Budget approved pursuant to Sections 1.06 and 2.10 hereof. The foregoing reimbursements shall not be debited to or otherwise reduce any Member’s Capital Account. KBS and JV Member shall use good faith commercially reasonable efforts to cause all such accounts amounts approved by KBS to be reimbursed hereunder at the Property Closing.
Sample 1
Reimbursement for Pre-Formation Costs. Subject to the prior reasonable approval of KBS Member, at or within five (5) business days after the acquisition of the Project by the Company, the Company shall reimburse KBS Member and JV Member for any and all reasonable legal and accounting fees, organizational costs and any other formation and due diligence costs incurred by KBS Member and JV Member (and/or any Affiliate or representative thereof) in connection with the formation of the Company, the negotiation and documentation of this Agreement and the acquisition of the Project. The foregoing reimbursements shall not be debited to or otherwise reduce any Member’s Capital Account. KBS Member and JV Member shall use good faith commercially reasonable efforts to cause all such amounts approved by KBS Member to be reimbursed hereunder to be included in the final escrow closing statement for the acquisition of the Project.
Sample 1
Reimbursement for Pre-Formation Costs. Subject to the prior approval of Co-Managing Member, at or within five (5) business days after the date of the Property Closing, the Company shall reimburse KBS and JV Member (but not Seller, which is an Affiliate of JV Member) for any and all reasonable legal and accounting fees, organizational costs and any other formation and due diligence costs incurred by KBS and JV Member (and/or any Affiliate or representative thereof, other than Seller) in connection with the formation of the Company, the negotiation and documentation of this Agreement and the acquisition of the Property by the Property Owner Subsidiary. The foregoing reimbursements shall not be debited to or otherwise reduce any Member’s Capital Account. KBS and JV Member shall use good faith commercially reasonable efforts to cause all such amounts approved by Co-Managing Member to be reimbursed hereunder to be included in the Company’s final escrow closing statement for the acquisition of the Property. Notwithstanding the foregoing, the Members acknowledge that an Affiliate of JV Member is the Seller and has incurred costs prior to the Effective Date to design and create and/or obtain, as applicable, the concept of the Project, the Preliminary Development Plan, the Preliminary Construction Plans, the Preliminary Budget, the due diligence materials delivered to KBS and the various other plans, surveys, studies, reports and investigations pertaining to the Property and the Project (the “Project Work Product”) and that such costs, and the benefit of the Project Work Product, were factored into the purchase price payable to Seller for the Property pursuant to the SMRH:479330698.9 Purchase Agreement so that none of such costs are to be reimbursed by the Company pursuant to this Section.
Sample 1
Reimbursement for Pre-Formation Costs. At or within 5 business days after the acquisition of the Project by Property Owner LLC, the Company shall reimburse KBS and JV Member for any and all legal and accounting fees, organizational costs and any other formation and due diligence costs incurred by KBS and JV Member (and/or any Affiliate or representative thereof) in connection with the formation of the Company, the negotiation and documentation of this Agreement and the acquisition of the Project to the extent such amounts have not previously been reimbursed pursuant to the terms and conditions of the Property Owner JV LLC Agreement. The foregoing reimbursements shall not be debited to or otherwise reduce any Member’s Capital Account. KBS and JV Member shall use good faith commercially reasonable efforts to cause all such amounts to be reimbursed hereunder to be included in the Company’s final escrow closing statement for the acquisition of the Project.
Sample 1

Related to Reimbursement for Pre-Formation Costs

  • 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.

  • 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

  • Reimbursement of Business Expenses The Executive is authorized to incur reasonable expenses in carrying out the Executive’s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’s duties for the Company, subject to the Company’s expense reimbursement policies and any pre-approval policies in effect from time to time.

  • Expenses Reimbursement State Street shall be entitled to receive from the Fund on demand reimbursement for its cash disbursements, expenses and charges, excluding salaries and usual overhead expenses, as set forth in Schedule A.

  • 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.

  • Organizational Expenses The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a sixty (60) month period as provided in Section 709 of the Code.

  • Additional Expenses The Underwriter will pay all expenses (e.g., shipping, postage and courier costs) associated with the delivery of the Prospectus to prospective investors and investors, other than the costs of delivery to the Underwriter's facilities, provided, that if courier services (other than overnight delivery services utilized in the ordinary course of business) are required to ensure that the Prospectus is delivered to investors on the day immediately preceding the Closing Date, the Company will pay such courier expenses. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Underwriter and the Company. Very truly yours, PAINEWEBBER INCORPORATED By:____________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof. GE CAPITAL MORTGAGE SERVICES, INC. By:____________________________ Name: Title:

  • Excess Expenses If the expenses for any Portfolio for any fiscal year (including fees and other amounts payable to the Adviser, but excluding interest, taxes, brokerage costs, litigation, and other extraordinary costs) as calculated every business day would exceed the expense limitations imposed on investment companies by any applicable statute or regulatory authority of any jurisdiction in which shares of a Portfolio are qualified for offer and sale, the Adviser shall bear such excess cost. However, the Adviser will not bear expenses of any Portfolio which would result in the Portfolio's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code. Payment of expenses by the Adviser pursuant to this Section 5 shall be settled on a monthly basis (subject to fiscal year end reconciliation) by a reduction in the fee payable to the Adviser for such month pursuant to Section 3 and, if such reduction shall be insufficient to offset such expenses, by reimbursing the Trust.

Time is Money Join Law Insider Premium to draft better contracts faster.