Closing Reimbursement Payment definition

Closing Reimbursement Payment means all Expansion Costs and Operating Costs that were paid by Seller on or prior to Closing that in each case have been approved (or have been deemed approved) in accordance with Section 4.1(b), (c), or (d); provided, that for the avoidance of doubt, Closing Reimbursement Payment shall not include any Assumed Accounts Payable.
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Closing Reimbursement Payment shall have the meaning ascribed thereto in Section 5.5.
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Examples of Closing Reimbursement Payment in a sentence

  • Purchaser shall prepare a schedule illustrating the allocation of the Purchase Price, the Closing Reimbursement Payment and the portion of the Assumed Obligations, if any, constituting consideration for U.S. federal income tax purposes, among the Transferred Assets, which shall be prepared consistently with Code Section 1060 and the regulations promulgated thereunder (the “Allocation Schedule”), and shall deliver the Allocation Schedule to Seller within 30 Business Days following the Closing Date.

  • In the event of any adjustment to the Purchase Price or the Closing Reimbursement Payment (or any other item of consideration for income Tax purposes) requiring an amendment to the Allocation Schedule, Purchaser shall amend the Allocation Schedule in accordance with the principles set forth in this S ection 2.7 and shall provide such amended allocation to Seller (which, subject to the provisions set forth in this S ection 2.7, shall become the Final Allocation Schedule).

  • Buyer shall have delivered to Seller the Closing Reimbursement Payment.

  • Without limiting the generality of the foregoing, the Parties agree that Seller shall be entitled to enforce specifically Purchaser’s obligation to consummate the transactions contemplated by this Agreement (including the obligation to consummate the Closing and to pay the Closing Payment and the Closing Reimbursement Payment).

  • In the event of any adjustment to the Purchase Price or the Closing Reimbursement Payment (or any other item of consideration for income Tax purposes) requiring an amendment to the Allocation Schedule, Purchaser shall amend the Allocation Schedule in accordance with the principles set forth in this Section 2.7 and shall provide such amended allocation to Seller (which, subject to the provisions set forth in this Section 2.7, shall become the Final Allocation Schedule).

  • Seller shall provide Purchaser and its Representatives with reasonable access during normal business hours to the personnel of, and work papers prepared by, Seller and its Representatives, to the extent they relate to the preparation of the Final Statement and to such financial or other information relating to the Closing Payment and the Closing Reimbursement Payment as Purchaser or its Representatives may reasonably request for the purpose of preparing the Final Statement.

Related to Closing Reimbursement Payment

  • Reimbursement Payment shall have the meaning given to that term in Subparagraph 2.02(c).

  • Expense Reimbursement has the meaning set forth in Section 8.2(c).

  • Trust Reimbursement Amount As defined in Section 3.06A(a) of this Agreement.

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • Advance Reimbursement Amount has the meaning stated in Section 4.4(b) of the Servicing Supplement.

  • Delta Payment means as it is described in this Agreement.

  • Workout-Delayed Reimbursement Amount As defined in subsection (II)(i) of Section 3.05(a).

  • Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.

  • Advance Reimbursement Amounts As defined in Section 3.29 hereof.

  • Upfront Payment has the meaning set forth in Section 4.1.

  • Closing Payment has the meaning set forth in Section 2.2.

  • Reimbursement Amount As defined in Section 2.04.

  • Workout-Delayed Reimbursement Amounts With respect to any Mortgage Loan or Serviced Loan Combination, the amount of any Advance made with respect to such Mortgage Loan or Serviced Loan Combination on or before the date such Mortgage Loan or Serviced Loan Combination becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Loan Combination becomes a Corrected Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of modified Loan Documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.

  • 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.

  • Adjustment Payment means, in respect of any Security, the payment (if any) determined by the Determination Agent as is required in order to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value to or from the Issuer as a result of the replacement of the Index by the Alternative Pre-nominated Index. The Determination Agent may determine that the Adjustment Payment is zero.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Contingent Payments has the meaning set forth in Section 2.05(b).

  • Agreement Payment means a Payment paid or payable pursuant to this Agreement.

  • Contingent Payment shall have the meaning set forth in Section 2.2(a).

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Contract Adjustment Payments means the payments payable by the Company on the Special Payment Date or the Payment Dates in respect of each Purchase Contract, at a rate per year of [•]% of the Stated Amount per Purchase Contract.

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Required Surety Payment With respect to any Additional Collateral Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if any, of (a) the amount of Additional Collateral required at origination with respect to such Mortgage Loan over (b) the net proceeds realized by the Subservicer from the related Additional Collateral.

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

  • Special Reimbursement Date means, the special payment date established in connection with a Reimbursement under Special Circumstances as described hereunder “Extraordinary Events and Special Circumstances – Reimbursement Under Special Circumstances and Payment”.

  • Earnout Payments has the meaning set forth in Section 2.2(a).