Seller Reimbursement. 34 5.16 Corporate Changes........................................... 35 5.17 Guarantee of Real Property Lease Obligations................ 35 5.18 Issuance of Preferred Stock................................. 36 5.19 Seller Covenant Relating to X Shares........................ 36 5.20 Seller Covenant Relating to Capital Stock................... 36
Seller Reimbursement. Within the three-year period following the Closing Date, to the extent any Undisclosed Liabilities are discharged by Buyer or Buyer Parent, and within six months of such discharge, if an Event of Insolvency of the Buyer occurs, Seller shall reimburse Buyer or Buyer Parent, as the case may be, for the amount so discharged (it being understood that Buyer Parent shall reimburse Seller to the extent Seller makes any payment to Buyer Parent under this Section 5.15 and applicable bankruptcy law requires Seller to make such payment to Buyer and such payment is made by Seller). For purposes of this Section 5.15, (a) "Undisclosed Liabilities" shall mean all liabilities of Seller specifically assumed by Buyer pursuant to the Undertaking other than Disclosed Liabilities (as defined in Section 8.2(b)(ii)) and (b) "Event of Insolvency of the Buyer" shall mean (i) the Buyer admits in writing its inability to pay its debts generally as they become due, (ii) the Buyer makes a general assignment for the benefit of creditors, (iii) the Buyer becomes subject to bankruptcy proceedings that it is not contesting in good faith, diligently and by appropriate means or which proceedings continue undischarged, unstayed or undismissed for a period of thirty (30) days, (iv) the Buyer submits to or makes any application to any Governmental Authority for the purpose of suspension of payment of its liabilities generally, (v) the Buyer petitions to or applies to any Governmental Authority for the appointment of an administrator, receiver, trustee or intervenor for itself or for any substantial part of its property, (vi) the Buyer commences or has commenced against it or in respect of its debts, any proceeding under any Law, relating to reorganization, compromise, settlement, arrangement, adjustment, dissolution or liquidation, which proceedings it is not contesting in good faith, diligently and by appropriate means or which proceedings continue undischarged, unstayed or undismissed for a period of thirty (30) days or (vii) the Buyer by any act indicates its consent to, approval of or acquiescence in any bankruptcy, reorganization or insolvency proceeding under any Law or any proceeding for the appointment of an administrator, trustee, receiver or intervenor for itself or for any substantial part of its property or suffers any such receivership or trustee to remain undischarged for a period of thirty (30) days.
Seller Reimbursement. If a tax authority requires URBN to pay any of Seller’s Taxes, Seller will promptly reimburse URBN for the amounts URBN paid and for any losses, expenses, or liabilities URBN paid or incurred related to the tax authority’s demand to URBN.
Seller Reimbursement. In the event that an amount Purchaser is entitled to recover pursuant to Section 1.5 above exceeds the Note payment due in 1999 or 2000, Gregory J. Fraser shall pxx xx Xxxxxxxxx xne-half of the excess up to a maximum of $5,000 on the Note payment date in each of such years.
Seller Reimbursement. At Closing, Buyer shall reimburse Seller for actual third party, out of pocket expenses incurred related to the extension of the closing date from March 15, 2012 to May 15, 2012, including but not limited to, lender, lender legal, lender administrative and lender processing, not to exceed $150,000 in the aggregate (“Seller Extension Expenses”). Seller shall provide Buyer with documentation to support any such expenses prior to Closing. If the Buyer terminates this Agreement in accordance with the provisions of Agreement after the expiration of the Due Diligence Period for any reason other than a Seller default, Buyer shall reimburse Seller for the Seller Extension Expenses within 10 days of receipt of written documentation supporting the requested Seller Extension Expenses reimbursement. This provision shall expressly survive the Closing or termination of the Agreement.
Seller Reimbursement. In accordance with Paragraph 11(g) of the Agreement of Sale, Purchaser hereby agrees to reimburse Seller Forty-five Thousand Three Hundred Seventy-Two and 12/100 Dollars ($45,372.12) at Closing for certain amounts expended in connection with the Landlord Lease Obligations, which reimbursement is broken down as follows: Cole, Schotz, Meisel, Xxxxxx & Xxxxxxx, P.A. $14,896.85 Xxxxxxx Associates, Inc. $12,295.27 Xxxx and Xxxxxxx Architects Planners, P.C. $18,180.00
Seller Reimbursement. If a tax authority requires MCL to pay any of Seller’s Taxes, Seller will promptly reimburse MCL for the amounts MCL paid and for any losses, expenses, or liabilities MCL paid or incurred related to the tax authority’s demand to MCL.
Seller Reimbursement. If a tax authority requires Front Porch to pay any Seller Taxes, Seller will promptly reimburse Front Porch for the amounts Front Porch paid and for any losses, expenses, or liabilities Front Porch paid or incurred related to the tax authority’s demand to Front Porch on the sale of Seller’s Products on the Marketplace.
Seller Reimbursement. If a tax authority requires FALAKSTORE to pay any of Seller’s Taxes, Seller will promptly reimburse FALAKSTORE for the amounts FALAKSTORE paid and for any losses, expenses, or liabilities FALAKSTORE paid or incurred related to the tax authority’s demand to FALAKSTORE.
