Reimbursement to Seller Sample Clauses

Reimbursement to Seller. Buyer shall reimburse Seller for any capital expenditures directly incurred by Seller from March 23rd until Closing related to the Properties that result from an advanced deadline of developing the Properties hereunder or the Properties purchased by Buyer under the Other Agreements; provided, that this obligation of Buyer shall not exceed the total for this property as reflected on Exhibit C, which when aggregated between the similar provision to this section in the Other Agreements shall be an aggregate cap of $35,000; provided further, that Buyer shall only be obligated to provide such reimbursement upon Seller providing Buyer with reasonably satisfactory evidence that Seller has actually incurred and paid such expenses.
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Reimbursement to Seller. In case of any breach of Sections 14.9.1, 14.9.2 (ii) or 14.9.3 above, Seller shall be entitled to compensate in good faith any employee laid off by SEAS KG (or any successor of SEAS KG) for operational reasons (betriebsbedingte Kündigung), who asserts claims against Seller, for any economic disadvantage caused by such lay-off. Purchaser shall reimburse to Seller the cost incurred by Seller for the compensation of any such employee laid off for operational reasons up to the amount that is usually paid by Siemens in comparable cases (i.e. in the most recent social plan and reconciliation of interests at that time), provided, however, that any financial compensation already granted by Purchaser or the respective Company shall be taken into account in this respect.
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Reimbursement to Seller. Purchaser hereby agrees to reimburse Seller, on the earlier of (1) Closing or (2) termination of this Agreement, the following amounts: (i) the reasonable fees and expenses paid by Seller in respect of (A) third party tax advisors relating to advising Seller with respect to the transactions contemplated by this Section 6.15 and (B) third party legal counsel fees and expenses relating solely to legal work required in connection with the actual implementation of the Capital Contribution (which, for the avoidance of doubt, shall not include any other legal fees and expenses, including any fees and expenses relating to the negotiation of this Amendment); provided that the aggregate amount of fees and expenses reimbursable by Purchaser pursuant to this Section 6.15(c)(i) shall not exceed twenty-five thousand dollars ($25,000); and (ii) any amounts paid by Seller to a bank or other financial institution for interest (but not any other fees) on any loan or borrowings required by Seller to fund the Capital Contribution, provided that the aggregate amount of such interest reimbursable by Purchaser pursuant to this Section 6.15(c)(ii) shall not exceed twenty-five thousand dollars ($25,000).
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Reimbursement to Seller. Receipt of the monetary amounts referenced in Section 2.4 or an assurance in a form reasonably satisfactory to Seller that the amounts due pursuant to Section 2.4 will be paid by the Corporation to Seller immediately after the Closing Date.
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Reimbursement to Seller. If the Seller must pay any money because (1) of the Buyer's failure to keep his promises under this Agreement; (2) of the Buyer's failure to make any payments to the Seller or another person under this Agreement; (3) mechanic's liens are filed against the Property because of improvements or repairs put on the property by the Buyer; and/or (4) another person or another person's property suffers any loss or damage on the Property because of any condition or use of the Property, the Buyer promises to reimburse the Seller, on the Seller's demand, for any monies paid by the Seller, including a reasonable attorney's fee which the Seller has to pay. Buyer also promises to reimburse the Seller for any other expenses which the Seller must pay to protect the Seller's interest in the Property because the Buyer has failed to keep his promises contained in this Agreement. Examples of such expenses would be the Seller's payment of insurance for the Property or the Seller's making repairs to the Property because the Buyer failed to do so.
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Reimbursement to Seller. In the event Purchaser is unable to close the transaction, solely as a result of its inability to obtain its Supervisory Board approval as required by Section 10.2(l), then Purchaser shall reimburse Seller for all of its expenses and fees in connection with the transactions contemplated by this Agreement prior to the termination of this Agreement and in connection with the negotiation, preparation, performance and termination of this Agreement, in the amount of $50,000. If Seller has received the payment referenced in this Section 11.4, Seller shall not assert or pursue in any manner, directly or indirectly, whether arising under tort, contract, or otherwise, any claim or cause of action against Purchaser or any of its directors, officers, shareholders or representatives based in whole or in part upon this Agreement.
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Reimbursement to Seller. (a) In the event the assumption by Purchaser of direct Claims handling, administration, payments and control contemplated by Section 13.2 (Control of Insurance Claims) has not occurred by the Closing, Purchaser and Seller shall use reasonable best efforts to arrange for such Claims handling, administration, payments and control after the Closing. From the Closing until such time as direct Claims handling, administration, payments and control contemplated by Section 13.2 (Control of Insurance Claims) has occurred, if ever, Purchaser shall, or shall cause the Companies and the Companies’ Subsidiaries to, promptly pay to the insurers at the direction and on behalf of Seller, or promptly reimburse Seller for, any self-insured retention or deductible amounts paid or payable as a result of Claims against any Seller Insurance Policy (“Reimbursement Amounts”). Purchaser shall make payments for self-insured retention and deductible amounts on a monthly basis with payment being due within fifteen (15) days following delivery to the Purchaser of a statement showing the amount due for the prior monthly period. Purchaser shall make payments for third party administration fees within fifteen (15) days following Purchaser’s receipt of the quarterly report provided by Seller’s third party administrator. (b) On or prior to the Closing, Purchaser shall enter into a standby letter of credit, in form and substance reasonably acceptable to Seller, securing the payment of the Reimbursement Amounts contemplated by this Section 13.4 (“Letter of Credit”). The initial amount of the Letter of Credit shall be determined prior to the Closing Date by an actuary employed by Aon Corporation or its Subsidiaries (or such other actuary as mutually agreed upon by the Parties if Aon Corporation and its Subsidiaries are not available) to be jointly designated by the parties (“Aon Designated Actuary”). Either Party may thereafter require not more frequently than once every twelve months a new estimate (each, an “Optional Revaluation”) by a jointly designated actuary (“Designated Actuary”) of the aggregate Reimbursement Amounts to be secured by the Letter of Credit, and the amount of the Letter of Credit shall be adjusted accordingly. The Party requesting an optional revaluation shall bear the cost of the Designated Actuary’s work. If a period of thirty-six (36) months has elapsed since the last estimate of the Reimbursement Amounts, there shall be a mandatory revaluation of the Reimbursement Am...
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Reimbursement to Seller. Buyer shall reimburse Seller the sum of $100,000.00 paid by seller to gain title to the Harlesk Nevada, Inc's Spring Valley and Gold Canyon Placer gold mining claims located in Lyon County, Nevada. Payment of such amount shall be in the form of a promissory note to Seller to be paid twenty-five (25%) percent from financing the Buyer is to receive and the balance paid from production.
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Reimbursement to Seller. United shall reimburse Seller upon demand for all expenses (including, without limitation, all costs, expenses, legal and accountant's fees, penalties and interest) incurred by Seller in making payment defending pay or endeavoring to obtain refund of any such charges.
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Related to Reimbursement to Seller

  • REIMBURSEMENT TO THE ADVISOR The Company shall not reimburse the Advisor for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quarters. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, after the end of any fiscal quarter of the Company for which there is an Excess Amount for the 12 months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days of such quarter end, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

  • Reimbursement Payments The Department shall, to the extent funds are available, reimburse the Grantee for eligible claims presented for payment if the Department determines the requirements for reimbursement have been met. Claims under this Contract can only be made for the period this Contract is in effect. Reimbursement programs include the following: 4.3.1. Title IV-E Federal Xxxxxx Care Program (Grant “E”). In accordance with the requirements detailed in the specific grant requirements, the Department shall reimburse the Grantee under Xxxxx E the maximum federal dollar share for the following: xxxxxx care maintenance claims for eligible juvenile probation children, dir ect administrative claims, and enhanced administrative claims. Upon review and approval of supporting documentation, the Department shall reimburse the Grantee as requests for reimbursement are presented for payment provided there is sufficient Title IV-E grant award authority against which to process presented claims and providing said funds are being reimbursed to the Department by Texas Department of Family and Protective Services (TDFPS) via the interagency agreement. To be eligible for reimbursement, all costs must be reasonable, allowable, and properly allocated for support of the xxxxxx care program. A direct or enhanced administrative claim is not eligible for reimbursement if the basis of the claim has funding from any other federal source. 4.3.2. JJAEP Program (Grant "P"). Grantees eligible for reimbursements under Xxxxx X shall receive a share of the initial $1,500,000 distribution based on each Grantee's share of the total juvenile population for each school year for the current contract period. Additional funds will be distributed at a rate not to exceed $96 per eligible student attendance day for students who are required to be expelled pursuant to Chapter 37 of the Texas Education Code and who meet the Targeted Grant requirements. The Grantee will not be able to receive the additional funds until the initial amount allocated is earned at the rate of $86 per eligible student attendance day. Payments to the Grantee by the Department shall be limited to no more than 180 days of operation during each regular school year for the current contract period.

  • 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.

  • Reimbursement of VAT Where under this contract one party is to reimburse or indemnify the other in respect of any payment made or cost incurred by the other, the first party shall also reimburse any VAT paid by the other which forms part of its payment made or cost incurred to the extent such VAT is not available for credit for the other party (or for any person with whom the indemnified party is treated as a member of a group for VAT purposes) under sections 25 and 26 of the Value Added Tax Xxx 0000.

  • Reimbursement of Initial Purchasers’ Expenses If this Agreement is terminated by the Representative pursuant to Section 5 or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Initial Purchasers, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

  • Fees, Expenses and Reimbursement (a) The Board may cause the Fund to compensate each Manager who is not an "interested person" of the Fund (as defined in the 1940 Act), and such Manager shall be reimbursed by the Fund for reasonable travel and out-of-pocket expenses incurred by him in performing his duties under this Agreement. (b) The Fund shall bear all costs and expenses incurred in its business and operations. Costs and expenses to be borne by the Fund include, but are not limited to, the following: (1) all costs and expenses directly related to investment transactions and positions for the Fund's account, including, but not limited to, brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased, custodial fees, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends, and indirect expenses from investments in Investment Funds; (2) all costs and expenses associated with the operation and registration of the Fund, offering costs and the costs of compliance with applicable Federal and state laws; (3) all costs and expenses associated with the organization and operation of separate Investment Funds managed by Investment Managers retained by the Fund; (4) the costs and expenses of holding meetings of the Board and any meetings of Members, including costs associated with the preparation and dissemination of proxy materials; (6) the fees and disbursements of the Fund's counsel, legal counsel to the Independent Managers, auditing and accounting expenses and fees and disbursements for independent accountants for the Fund, and other consultants and professionals engaged on behalf of the Fund; (7) the fees payable to custodians and other persons providing administrative services to the Fund; (8) the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund or the Board or Indemnitees; (9) all costs and expenses of preparing, setting in type, printing, and distributing reports and other communications to Members; and (10) such other types of expenses as may be approved from time to time by the Board. (c) Subject to procuring any required regulatory approvals, from time to time the Fund may, alone or in conjunction with other registered or unregistered investment funds or other accounts for which CSFB Alternative Capital, or any Affiliate of CSFB Alternative Capital, acts as general partner or investment adviser, purchase insurance in such amounts, from such insurers and on such terms as the Board shall determine.

  • Expense Reimbursement The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

  • Single Disbursement to Borrower Borrower shall receive only one borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

  • Reimbursement Amount Except for the metropolitan areas listed below, the maximum reimbursement for meals including tax and gratuity, shall be: Breakfast $ 9.00 Lunch $11.00 Dinner $16.00 For the following metropolitan areas the maximum reimbursement shall be: Breakfast $11.00 Lunch $13.00 Dinner $20.00 The metropolitan areas are: Atlanta Boston Cleveland Denver Hartford Kansas City Miami New York City Portland, OR San Francisco St. Louis Baltimore Chicago Dallas/Fort Worth Detroit Houston Los Angeles New Orleans Philadelphia San Diego Seattle Washington D.C. See Appendix L for details related to the boundaries of the above-mentioned metropolitan areas. The metropolitan areas also include any location outside the forty-eight (48) contiguous United States. Employees who meet the eligibility requirements for two (2) or more consecutive meals shall be reimbursed for the actual costs of the meals up to the combined maximum reimbursement amount for the eligible meals.

  • Reimbursement of General Partner (a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses incurred by the General Partner.

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