Examples of Seller Representative Amount in a sentence
On the Closing Date, Buyer shall pay to each Seller in cash, an amount equal to (i) the product of (A) such Seller’s Pro Rata Share and (B) the Estimated Equity Value, and less (ii) the product of (A) such Seller’s Escrow Share and (B) the sum of (I) the Total Escrow Amount and (II) the Seller Representative Amount.
The Seller Representative Amount shall be retained in whole or in part by the Seller Representative for such time as the Seller Representative shall determine in its sole discretion.
The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such.
The Seller Representative Amount shall be controlled solely by the Seller Representative and the Seller Representative shall use the Seller Representative Amount solely to pay the costs and expenses, if any, incurred by the Seller Representative in the performance of its obligations as the Seller Representative hereunder, including initiating, defending or resolving any claims for indemnification by the Indemnified Parties pursuant to Article IX and determining the Final Calculations.
For purposes of this Agreement and for the avoidance of doubt, the parties hereto acknowledge and agree that the Seller Representative Amount shall be treated as having been paid to the Equityholders at the Closing for all applicable Tax purposes.
Reasonable expenses, including attorneys' fees incurred by Landlord in contesting or in determining whether or not to contest the levying, imposition, or amount of any such real estate taxes or in obtaining or attempting to obtain reduction of any real estate taxes, shall be added to and included in the amount of any such real estate taxes.
Upon the delivery of the Seller Representative Amount to the Seller Representative by Buyer, the Sellers, without act by them, shall be treated as having received from Buyer such cash in accordance with their respective Escrow Share of the Seller Representative Amount and then as having deposited such cash into the Seller Representative Fund.
In the event the Seller Representative is such prevailing party such expenses shall be delivered to the Seller Representative to be held in escrow as part of the Seller Representative Amount in accordance with the terms of this Agreement.
As soon as practicable following the completion of the Seller Representative’s responsibilities, the Seller Representative shall remit the remaining balance, if any, of the Seller Representative Amount to the Paying Agent for further distribution to the Sellers (in accordance with each Seller’s Percentage).