Seller Costs means, to the extent outstanding as of the Closing Date, all costs, expenses and liabilities incurred by the Company or any Subsidiary on or prior to the Closing Date arising in connection with the negotiation, preparation, execution and delivery of this Agreement, the Seller Closing Documents, the Company Closing Documents and any other instruments and agreements entered into or otherwise delivered by the Company or any Seller pursuant to this Agreement, and any amendments to the same.
Seller Costs are all capital costs, including costs relating to project exploration, appraisal, development, of drilling, completing, and equipping any and all xxxxx to the extent that such costs are chargeable to or payable by Seller under the Joint Operating Agreement attached hereto as Exhibit “B,” naming Buyer as the Operator (the “JOA”). Monthly lease operating expenses (including without limitation rental payments, lease maintenance payments and title curative expenses and payments) (“XXX”) shall not be considered Seller Costs and shall be accounted as per Exhibit “C” attached to the JOA. During the Carry Period, XXX shall be netted against revenue. In the event that there is not sufficient revenue to cover XXX during a particular month, then during the Carry Period, any negative XXX will be carried forward to the next operating month and offset against future net revenue until the cumulative negative XXX is fully offset. Buyer has the option to apply a portion or all of the negative XXX to the outstanding Carry Amount. Following expiration of the Carry Period, Seller shall be liable for all costs and expenses under the JOA attributable to its working interests.
Seller Costs means, in respect of any Insurance Proceeds, an amount equal to (a) any deductible or retention under the applicable insurance policy, plus (b) any costs and expenses of Sellers related to recovering such Insurance Proceeds, plus (c) any income, franchise or similar Taxes in respect of such Insurance Proceeds payable by any Seller, any Affiliate of any Seller or any of their respective direct or indirect equityholders.
Examples of Seller Costs in a sentence
Seller shall, on a Calendar Quarter basis, invoice the Company for applicable Services Fees, Out-of-Pocket Costs and Other Seller Costs.
If there is any dispute concerning any portion of an invoice for Services Fees, Out-of-Pocket Costs or Other Seller Costs (an “Invoice Dispute”) that is not resolved by the Parties within thirty (30) days after the date of such invoice, such Invoice Dispute shall be referred for decision to the Accountant.
Out-of-Pocket Costs and Other Seller Costs shall be reimbursed at actual cost without markup and, notwithstanding anything herein to the contrary, shall not include any late fees or other penalties incurred by Seller in connection therewith except to the extent caused by the Company.
The Company shall reimburse Seller for all actual, reasonably incurred, documented, out-of-pocket costs and expenses incurred by Seller or its Affiliates in connection with such cooperation, which costs and expenses shall be deemed Other Seller Costs and shall be reimbursed in accordance with Section 3.2.
Except as otherwise expressly provided herein, each party shall bear its own expenses in connection herewith; provided, however, that Seller Costs shall be borne solely by the Sellers.
More Definitions of Seller Costs
Seller Costs as defined in Section 6.5.1.
Seller Costs means the fees and expenses of counsel and accountants of any or all of the Sellers and all transfer taxes, and all underwriting discounts and commissions and other fees and expenses of investment bankers and managers, and all discounts and commissions charged by any broker engaged by Sellers to effect a block trade which are not paid by Buyer under Section 6.6.
Seller Costs shall have the meaning set forth in Section 10.12 hereof.
Seller Costs has the meaning set forth in Section 5.16.
Seller Costs means the costs actually incurred by Seller in connection with the closing of the transaction as contemplated by Section 12(D)(1) of this Agreement.
Seller Costs means all costs, expenses and funding necessary (i) to discharge the Retired Debt in full (except to the extent satisfied by Buyer pursuant to Section 6.12), (ii) to discharge any Lien on the Assets other than the Permitted Liens (except to the extent satisfied by Buyer pursuant to Section 6.12), (iii) to provide for full payment of all of Seller's and the Company's investment banking, legal (other than Permitted Legal Fees), accounting (expressly excluding any costs directly related to the audit and preparation of the Company's Tax returns) and other costs and expenses of the Company and Seller with respect to the transactions contemplated hereby (or any similar transaction with another party), (iv) to pay in full all sale and discretionary bonuses earned by employees of the Company prior to the Closing Date or granted in connection with the Closing (other than bonuses previously accrued in the ordinary course of business which do not breach any representation and warranty), (v) to pay in full any payment required by any change in control provision (other than any usual and ordinary consent fees) resulting from the transaction, (vi) to pay in full all remaining costs under the Company's "Shared Harvest" and deferred compensation plans, (vii) to pay one-half of cash severance payments due to Xxxxxxx Xxxxxxx, Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxxx after giving effect to the amendment to be made pursuant to Section 7.2.(m)(ix), (viii) to discharge and pay off or extinguish any other equity interest in the Company other than the Purchased Shares, including all costs associated with Company options outstanding (except to the extent satisfied by Buyer pursuant to Section 6.12), (ix) to settle all past due obligations for any lease of the Company set forth on Schedule 4.12, except to the extent such costs have previously been accrued on the Company's books, (x) to pay any vacation and severance pay due employees of the Company which were previously terminated that was not paid when due, and (xi) to pay retention bonuses to key employees pursuant to the employment contracts entered into pursuant to Section 7.2(d) (other than Xxxxxx X. Xxxxxxx and Xx Xxxxx) and all payroll Taxes associated therewith (except to the extent satisfied by Buyer pursuant to Section 6.12).
Seller Costs means all costs and expenses incurred (i) to discharge any Lien on the Assets, except for Permitted Liens, (ii) to provide for full payment, at or prior to the Closing, of all of the Company’s investment banking, legal, accounting (expressly excluding any costs directly related to the audit of any of the Company’s financial statements performed at the Buyer’s request) and other costs and expenses of the Company with respect to the transactions consummated hereby accruing or occurring at or prior to the Closing, (iii) to pay in full all sale bonuses awarded to Company employees by the Company prior to the Closing Date and payment in full of any change in control or severance payment awarded by the Company to any Company employee prior to the Closing Date and resulting from the Merger, (iv) to discharge and pay off or extinguish any other equity interest in the Company other than the Company Shares, including all costs associated with Company Options outstanding prior to the Merger and (v) to provide any vacation and severance pay due employees of the Company which were previously terminated that has not been paid, if any.