Sources and Uses of Funds; Organizational Expenses; Reorganization Expenses; Reserves Sample Clauses

Sources and Uses of Funds; Organizational Expenses; Reorganization Expenses; Reserves. (a) On the Homart Closing Date, (i) the Company will use the Initial Subscriptions to fund the purchase price under the Homart Stock Purchase Agreement, to pay the organizational expenses described in Section 4.5(b), to pay to GGP the reorganization costs described in Section 4.5(c) and to partially fund the Reserves referred to in Section 4.5(d), (ii) the Company and/or its Subsidiaries shall incur the indebtedness, or refinance the existing indebtedness, to the extent contemplated in the Financing Commitment and the Existing Lender Arrangements, and (iii) the Company or its Subsidiaries shall close under the Natick Mall Agreement, the Management Transfer Agreement and the Sublease. (b) Each Stockholder hereby acknowledges and agrees that all expenses that are listed under the category of "Expenses Billed to Date" on Schedule XIV hereto and amounts listed under the category of "Estimated Expenses to be Incurred After the Closing" on Schedule XIV hereto, in each case that have been or will be incurred by or on behalf of the Company on or prior to the Homart Closing Date or in connection with the closing under the Homart Stock Purchase Agreement shall be expenses of the Company and shall be paid by the Company on or promptly following the Homart Closing Date. (c) On the Homart Closing Date, the Company shall pay to GGP from the Initial Subscriptions made to the Company or from other funds available to the Company the amount of $10,000,000.00 to reimburse GGP and its Affiliates for various restructuring and transition costs that GGP and its Affiliates have incurred and will continue to incur in connection with reorganizing and combining the organization of Homart Development Co. with GGP and its Affiliates as set forth on a schedule previously delivered to and approved by the Class B Stockholder. Any such costs incurred in excess of $10,000,000.00 will be the responsibility of GGP and its Affiliates, as applicable, and will not be the responsibility of the Company. (i) The Company shall establish and fund either on the Homart Closing Date or over time from the Initial Subscriptions and Funded Subscriptions made to the Company or from other capital resources available to the Company certain reserves in the specified amounts set forth on Schedule XV hereto (the "Special Reserves") with respect to certain liabilities which are estimated to be incurred by the Company through December 31, 1999. Any costs incurred with respect to such liabilities which exceed the ...
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Related to Sources and Uses of Funds; Organizational Expenses; Reorganization Expenses; Reserves

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise. (b) No Certificateholder (including the Seller if the Seller becomes a Certificateholder) shall have any personal liability for any liability or obligation of the Issuer.

  • 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.

  • Liquidation and Acquisition Expenses The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  • Organization Expenses All expenses incurred in connection with organization of the Company will be paid by the Company.

  • Initial Contribution of Trust Property; Organizational Expenses The Property Trustee acknowledges receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

  • General Expenses You authorize the Manager to charge your account with your Underwriting Percentage of all expenses of a general nature incurred by the Manager and Co-Managers under the applicable AAU in connection with the Offering, including the negotiation and preparation thereof, or in connection with the purchase, carrying, marketing and sale of any securities under the applicable AAU and any Intersyndicate Agreement, including, without limitation, legal fees and expenses, transfer taxes, costs associated with approval of the Offering by the NASD and the costs of currency transactions (including forward and hedging currency transactions) entered into to facilitate settlement of the purchase of Securities permitted under Section 3.1 hereof.

  • Certain Expenses The Company shall pay on demand all expenses incurred by the Holder, including reasonable attorneys' fees and expenses, as a consequence of, or in connection with (x) any amendment or waiver of this Note or any other Transaction Document, (y) any default or breach of any of the Company’s obligations set forth in the Transaction Documents and (z) the enforcement or restructuring of any right of, including the collection of any payments due, the Holder under the Transaction Documents, including any action or proceeding relating to such enforcement or any order, injunction or other process seeking to restrain the Company from paying any amount due the Holder.

  • Additional Expenses to be inserted if applicable.

  • Acquisition Expenses Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or development of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums.

  • Litigation Expenses If either party successfully seeks to enforce any provision of this Agreement or to collect any amount claimed to be due under it, this party will be entitled to reimbursement from the other party for any and all of its out-of-pocket expenses and costs including, without limitation, reasonable attorneys' fees and costs incurred in connection with the enforcement or collection.

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