Buyer Costs definition

Buyer Costs means brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred and documented by Buyer either in terminating any arrangement pursuant to which it has hedged its obligations under this PPA or entering into new arrangements which replace this PPA; and all reasonable attorneys' fees and expenses incurred by Buyer in connection with the termination of this PP A, to the extent such costs are not already accounted for under Replacement Energy Costs.
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Buyer Costs has the meaning specified in Section 8.2(c).
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Buyer Costs means any and all third party costs paid or incurred by Buyer incident to its due diligence and acquisition activities with respect to the Property.
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Examples of Buyer Costs in a sentence

  • VWE Remarketing’s invoice will include the Net Price, any applicable Taxes, the Buyer Costs, and any additional services such as transport and the like.

  • Provided that Seller pays the Buyer Costs, Buyer expressly waives its rights to seek any damages (other than Buyer Costs) in the event that Seller materially breaches hereunder and Buyer, having the right to do so, elects to terminate this Agreement.

  • Notwithstanding the foregoing provisions of this Section 8.2(c), Buyer acknowledges and agrees that Seller shall not be obligated to pay the Buyer Costs in the event that a breach of a representation or warranty under Article III occurs and is disclosed by Seller prior to Closing pursuant to the updating process set forth in Section 1.7.

  • The Pick-Up Notification will be sent bye-mail after the full payment of the Purchase Price, including Buyer Costs, has been received and after the documentation/registration has been processed.

  • Seller will pay the Buyer Costs within five (5) Business Days after receipt of a written summary thereof together with supporting documentation in reasonable detail.

  • This amount will include any Taxes to be paid and do not include the Buyer Costs.

  • Seller and Buyer agree that it is difficult to fix the exact damages that Buyer would suffer as a result of Seller’s material breach of this Agreement but that the Buyer Costs represents a reasonable estimate of the damages that Buyer would suffer as a result of Seller’s material breach.

  • Receipt of the Buyer Costs as liquidated damages shall be Buyer's sole and exclusive remedy for the Closing not occurring as a result of Seller's material breach of its obligations under this Agreement in the event that Buyer, having the right to do so, elects to terminate this Agreement.

  • The Seller acknowledges that the Buyer has incurred and will continue to incur significant costs (including the Buyer Costs) in relation to the Transaction.

  • For the avoidance of doubt, in the event that the Independent Expert declines to resolve any disputes regarding the calculation of Buyer Costs under Section 1.4(e), such disputes may be resolved in accordance with Section 8.6. Nothing in this Section 1.5(d) shall prohibit Buyer from exercising its right of offset in Section 7.3.


More Definitions of Buyer Costs

Buyer Costs has the meaning set forth in Section 4.1(c)(ii);
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Buyer Costs as defined in Section 6.5.1.
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Buyer Costs means, for any period, the amount of any net loss (or reduction in net income) as reflected on the Quarterly Combined Financial Statements with respect to such period (unless Quarterly Combined Financial Statements are no longer prepared hereunder, in which case “Buyer Costs” shall mean costs and expenses) attributable to (1) any action or omission taken or not taken by an Acquired Company at the written direction of Buyer or its Affiliates unless such action or omission was (x) required to comply with applicable Law or contract or (y) consistent with Seller and its Affiliates’ historical practices prior to the Closing Date (unless such historical practices are materially inconsistent with the intent of winding down the Acquired Business); (2) any action or omission taken or not taken by the Administrator under the applicable Administrative Services Agreement or Claims Servicing Agreement at the written direction of Buyer or its Affiliates (including the Acquired Companies) unless such action or omission was (x) required to comply with applicable Law or contract (including the applicable Administrative Services Agreement or Claims Servicing Agreement) or (y) consistent with Seller and its Affiliates’ historical practices prior to the Closing Date (unless such historical practices are materially inconsistent with the intent of winding down the Acquired Business); (3) any exercise by an Acquired Company of its right under the applicable Administrative Services Agreement or Claims Servicing Agreement to concede or settle a Dispute without providing Seller written notice thereof at least five (5) Business Days prior to such concession or settlement (unless a reserve for such Dispute is related to medical expenses and is included in the Loss Reserve then Buyer will bear the financial risk as to the adequacy of such reserve); (4) any exercise by an Acquired Company of its right under the applicable Administrative Service Agreement or Claims Servicing Agreement to concede or settle a Dispute, after giving written notice thereof to Seller at least five (5) Business Days prior to such concession or settlement, but only to the extent the amount of such settlement exceeds Seller’s good faith estimate of the settlement value of such Dispute as communicated in writing to Buyer within five (5) Business Days after Buyer’s notice of such concession or settlement and unless (x) such estimate has been finally determined to be unreasonable by a third-party arbitrator under S...
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Buyer Costs is defined in Section 1.4(e)(ix)(D).
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Buyer Costs has the same meaning as the defined term “Pre-Service Costs” in the Rio Bravo Pipeline PA.
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Related to Buyer Costs

  • Transfer Costs means the cost of registration of Transfer arising herefrom calculated with reference to the fee chargeable in terms of the recommended guideline of conveyancing fees, and all incidental disbursements necessary to effect registration, together with VAT on such costs and disbursements, but specifically excluding any costs relating to mortgage bond registration;

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • Overhead costs means the actual costs incurred or the estimated costs to be

  • Start-Up Costs means all fees, costs, and expenses incurred in connection with establishing the State Mitigation Trust and the Indian Tribe Mitigation Trust and setting them up for operation. Start-up costs shall not include the cost of premiums for insurance policies.

  • Cleanup costs means expenses (including but not limited to legal and professional fees) incurred in testing for, monitoring, cleaning up, removing, containing, treating, neutralizing, detoxifying or assessing the effects of Pollutants.

  • Company Reimbursable Costs means the actual costs and expenses incurred by Company and/or its Affiliates in connection with performance of the Company Work or otherwise incurred by Company and/or its Affiliates in connection with this Agreement, and including, without limitation, any such costs that may have been incurred by Company and/or its Affiliates in connection with the Company Work or this Agreement prior to the Effective Date. These Company Reimbursable Costs shall include, without limitation, the actual expenses for labor (including, without limitation, internal labor), services, materials, subcontracts, equipment or other expenses incurred in the execution of the Company Work, all applicable overhead, overtime costs, all federal, state and local taxes incurred (including, without limitation, all taxes arising from amounts paid to Company that are deemed to be contributions in aid of construction), all costs of outside experts, consultants, counsel and contractors, all other third-party fees and costs, and all costs of obtaining any required permits, rights, consents, releases, approvals, or authorizations acquired by or on behalf of Company, including, without limitation, the Required Approvals.

  • Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.

  • Tax Costs which shall mean any and all real estate taxes and other similar charges on real property or improvements, assessments, water and sewer charges, and all other charges assessed, reassessed or levied upon the Project and appurtenances thereto and the parking or other facilities thereof, or the real property thereunder (collectively the "Real Property") or attributable thereto or on the rents, issues, profits or income received or derived therefrom which are assessed, reassessed or levied by the United States, the State of California or any local government authority or agency or any political subdivision thereof, and shall include Landlord's reasonable legal fees, costs and disbursements incurred in connection with proceedings for reduction of Tax Costs or any part thereof; provided, however, if at any time after the date of this Lease the methods of taxation now prevailing shall be altered so that in lieu of or as a supplement to or a substitute for the whole or any part of any Tax Costs, there shall be assessed, reassessed or levied (a) a tax, assessment, reassessment, levy, imposition or charge wholly or partially as a net income, capital or franchise levy or otherwise on the rents, issues, profits or income derived therefrom, or (b) a tax, assessment, reassessment, levy (including but not limited to any municipal, state or federal levy), imposition or charge measured by or based in whole or in part upon the Real Property and imposed upon Landlord, then except to the extent such items are payable by Tenant under Article 6 below, such taxes, assessments, reassessments or levies or the part thereof so measured or based, shall be deemed to be included in the term "Direct Costs." In no event shall Tax Costs included in Direct Costs for any year subsequent to the Base Year be less than the amount of Tax Costs included in Direct Costs for the Base Year. In addition, when calculating Tax Costs for the Base Year, special assessments shall only be deemed included in Tax Costs for the Base Year to the extent that such special assessments are included in Tax Costs for the applicable subsequent calendar year during the Term.

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Labor costs means total compensation of all employees, not to include compensation paid

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Financing Costs Adjustment Date means each of the following days:

  • Remediation Costs means the cost of any action taken to reduce the concentration of contaminants on, in or under the Eligible Property to permit a record of site condition to be filed in the Environmental Site Registry under section 168.4 of the Environmental Protection Act and the cost of complying with any certificate of property use issued under section 168.6 of the Environmental Protection Act, as further specified in the CIP.

  • Attorneys’ Fees and Costs means: (i) fees and out of pocket costs of Lender’s and Loan Servicer’s attorneys, as applicable, including costs of Lender’s and Loan Servicer’s in-house counsel, support staff costs, costs of preparing for litigation, computerized research, telephone and facsimile transmission expenses, mileage, deposition costs, postage, duplicating, process service, videotaping and similar costs and expenses; (ii) costs and fees of expert witnesses, including appraisers; (iii) investigatory fees; and (iv) costs for any opinion required by Lender pursuant to the terms of the Loan Documents.

  • Direct Costs means the sum of the following:

  • Allocable Costs means costs allocable to a particular cost objective if the goods or services involved are chargeable or assignable to such cost objective in accordance with relative benefits received or other equitable relationship. Costs allocable to a specific Program may not be shifted to other Programs in order to meet deficiencies caused by overruns or other fund considerations, to avoid restrictions imposed by law or by the terms of this Agreement, or for other reasons of convenience.

  • Settlement Costs means all costs incurred by the Settlement Class and their attorneys, including but not limited to Plaintiffs’ attorneys’ fees, their costs of suit, Plaintiffs’ expert or consultant fees, any incentive payments paid to the Class Representatives, notice costs, costs of Claims Administration, and all other costs of administering the settlement.

  • Training Costs means reasonable costs incurred to upgrade the technological skills of Full-Time Employees in Illinois and includes: curriculum development; training materials (including scrap product cost); trainee domestic travel expenses; instructor costs (including wages, fringe benefits, tuition and domestic travel expenses); rent, purchase or lease of training equipment; and other usual and customary training cots. “Training costs” do not include, except where the Company receives prior written approval of the Department, costs associated with travel outside the United States, wages and fringe benefits of employees during periods of training, administrative costs related to Full-Time Employees of the Taxpayer, or amounts paid to an affiliate of the Company.

  • Crew Support Costs means all expenses of a general nature which are not particularly referable to any individual vessel for the time being managed by the Managers and which are incurred by the Managers for the purpose of providing an efficient and economic management service and, without prejudice to the generality of the foregoing, shall include the cost of crew standby pay, training schemes for officers and ratings, cadet training schemes, sick pay, study pay, recruitment and interviews.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Excess Costs means the additional costs, if any, which shall be

  • Loss Adjustment Expenses means all costs and expenses incurred by the Company in the investigation, adjustment and settlement of claims. Loss adjustment expenses include third-party costs as well as the Company’s internal expenses, including salaries and expenses of loss management personnel and certain administrative costs.

  • Reimbursable Costs means expenses incurred by the employee in the course of engaging in the planned learning activity and include registration, tuition and examination fees as well as textbooks/discs and applicable taxes. They may also include reasonable, incremental meal, accommodation and travel expenses.

  • Related Expenses means any and all costs, liabilities, and expenses (including, without limitation, losses, damages, penalties, claims, actions, reasonable attorney's fees, legal expenses, judgments, suits and disbursements) reasonably incurred by, or imposed upon, or asserted against, Lender in any attempt by Lender:

  • FTE Costs means the FTE Rate multiplied by the applicable number of FTEs who perform a specified activity pursuant to this Agreement.

  • Basic Costs means all direct and indirect costs and expenses incurred in connection with the Building as more fully defined in Exhibit C attached hereto.