Buyer Cure Costs definition

Buyer Cure Costs means all Cure Costs arising out of (i) the assumption by the applicable Seller and assignment to Buyer of the Assumed Leases, (ii) that certain Amended and Restated Master Sourcing Agreement, effective as of December 21, 2015, and as further amended by that certain Second Amendment, effective as of April 1, 2016, by and between Aéropostale Procurement Company, Inc. and LF Sourcing (Millwork) LLC, to the extent such Contract is a Transferred Contract, and (iii) those Contracts assumed and assigned pursuant to Section 2.8(c).
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Buyer Cure Costs means all Cure Costs as determined by Final Order of the Bankruptcy Court or as agreed by Buyer and the applicable counterparty to an Assumed Lease or Transferred Contract arising out of the assumption by the applicable Sellers and assignment to Buyer of (i) the Assumed Leases and (ii) the Transferred Contracts, including any Designated Contracts and Designated Leases designated by Buyer for assumption and assignment pursuant to Section 2.8(b), Section 2.8(c) or Section 2.8(d). For the avoidance of doubt, Buyer Cure Costs shall not include any Liabilities allocated to Sellers pursuant to Section 2.10 or any Liabilities with respect to any Assumed Lease or Transferred Contract accruing or payable on or after the Petition Date and before the Closing, all of which shall be paid by Sellers.
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Buyer Cure Costs means all Cure Costs as determined by Final Order of the Bankruptcy Court or as agreed by the Buyer and the applicable counterparty to an Assumed Lease or Transferred Contract arising out of the assumption by the applicable Sellers and assignment to Buyer of (i) the Assumed Leases and (ii) the Transferred Contracts, including any Designated Contracts and Designated Leases designated by Buyer for assumption and assignment pursuant to Section 2.7(c) or Section 2.7(d). For the avoidance of doubt, Buyer Cure Costs shall not include the Seller Proration Amount or any other Liabilities arising under or with respect to any Assumed Lease accruing or payable on or after the Petition Date and before the Closing, all of which shall be paid by Sellers.
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Examples of Buyer Cure Costs in a sentence

  • Buyer agrees to pay, perform, honor, and discharge, or cause to be paid, performed, honored and discharged, all Assumed Liabilities in a timely manner in accordance with the terms thereof, including paying all Buyer Cure Costs.

  • Buyer agrees to pay, perform, honor, and discharge, or cause to be paid, performed, honored and discharged, all Assumed Liabilities in a timely manner in accordance with the terms thereof, including paying or causing to be paid, upon the later of Closing or the assumption and assignment to Buyer in accordance with this Agreement of the applicable Transferred Contract or Assumed Lease, all Buyer Cure Costs.

  • For the avoidance of doubt, Sellers shall not be liable for, and shall have no obligation to pay or cause to be paid, any Buyer Cure Costs.

  • For the avoidance of doubt, Sellers shall not be liable for, and shall have no obligation to pay or cause to be paid, any Buyer Cure Costs, and Buyer shall not be liable for, and shall have no obligation to pay or cause to be paid, any Sellers’ Cure Costs.

  • Accordingly, the Closing Defect Indemnification Cap shall be reduced dollar for dollar for each of the following: (i) Counted Seller Cure Costs, (ii) Seller reimbursed Buyer Cure Costs, (iii) amounts paid by Seller to indemnify Buyer for Losses stemming from a Closing Defect, and (iv) any amounts any of the Sellers pay to a title insurance company on account of a claim under a Buyer title insurance policy with respect to an Enumerated Closing Defect.

  • Any Buyer Cure Costs that Buyer disputes shall be paid by Buyer into a segregated account for later determination by the Bankruptcy Court.

  • Cure Costs” means all Cure Costs arising out of the assumption by the applicable Seller and assignment to Buyer of the Transferred Contracts, except for Cure Costs set forth in clauses (ii) and (iii) of the definition of Buyer Cure Costs.

  • Sellers shall be solely responsible for the payment, performance and discharge when due of all Liabilities under or relating to the Acquired Assets with respect to the applicable Acquired Store, including such Acquired Lease and Assigned Agreements, arising prior to such Lease Assignment Date (other than such Buyer Cure Costs and, for the avoidance of doubt, Assumed Liabilities).

  • With respect to each Assigned Agreement, Buyer shall provide (and shall cause the applicable Assignee to provide) adequate assurance as required under the Bankruptcy Code of the future performance by Buyer and each Assignee of each such Assigned Agreement, including but not limited to by demonstrating financial wherewithal to pay Buyer Cure Costs.

  • Upon final satisfaction of the Closing Defect Indemnification Cap (as mutually agreed between Buyers and Sellers or as determined by the Accounting Referee or a final, non-appealable order), all obligations of the Sellers under this Section 5.6 with respect to the Closing Defects for any of the Affected Properties, including reimbursement of Buyer Cure Costs and payment of any further Losses on account of a Closing Defect, and the right of any Party to provide a Put Notice, shall automatically terminate.


More Definitions of Buyer Cure Costs

Buyer Cure Costs means, with respect to any individual Acquired Lease or other Assigned Agreement, the amount of Cure Costs with respect to such Acquired Lease or other Assigned Agreement as determined by the Bankruptcy Court that does not exceed the expected amount of Cure Costs set forth in Schedule 1.1(a) with respect to such Acquired Lease or other Assigned Agreement. For the avoidance of doubt, if any individual Acquired Lease or other Assigned Agreement does not appear on Schedule 1.1(a) or if the expected amount set forth in Schedule 1.1(a) with respect to any individual Acquired Lease or other Assigned Agreement is listed as “$ -“, the expected amount set forth in Schedule 1.1(a) with respect to such Acquired Lease or other Assigned Agreement shall be deemed to be $0.
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Buyer Cure Costs has the meaning set forth in Section 5.6(c)(i).
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Buyer Cure Costs has the meaning set forth in Section 8.12. “Buyer Deferred Claims” has the meaning set forth in Section 3.05.
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Buyer Cure Costs means all Cure Costs as determined by Final Order of the Bankruptcy Court or as agreed by the Buyer and the applicable counterparty to an Assumed Lease or Transferred Contract arising out of the assumption by the applicable Sellers and assignment to Buyer of (i) the Assumed Leases and (ii) the Transferred Contracts.
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Buyer Cure Costs has the meaning set forth in Section 8.12.
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Related to Buyer Cure Costs

  • Cure Costs means any and all amounts, costs or expenses that must be paid or actions that must be performed pursuant to Sections 365(b) and (f) of the Bankruptcy Code in connection with assignment and assumption of any Service Contract, as ultimately determined by the Bankruptcy Court.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Working Capital Escrow Amount means $2,000,000.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • 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.

  • Target Working Capital Amount means $75,000,000.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Adjustment Escrow Amount means $1,000,000.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Target Net Working Capital Amount means $5,000,000.

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Earnout has the meaning set forth in Section 2.9(a).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.