Seller Representative Expenses definition

Seller Representative Expenses is defined in Section 11.20(d).
Sample 1
Seller Representative Expenses means any and all amounts incurred in connection with the performance and enforcement of this Agreement by the Seller Representative (including attorneys’ fees, accountants fees, the fees of expenses of any third party paying agent, wire fees or similar charges) as certified by the Seller Representative.
Sample 1
Seller Representative Expenses shall have the meaning set forth in Section 1.15(d) of this Agreement.
Sample 1

Examples of Seller Representative Expenses in a sentence

  • Before the extended literature review, a summary of the work done will be presented.The purpose of this extended literature review is to compare our process with those found in the literature.

  • In the Rest of Europe, revenues increased by 26.9% to €71.2 million.

  • The Seller Representative shall maintain the Seller Representative Reserve in a segregated account and shall use the Seller Representative Reserve solely (i) for the purposes of paying directly or reimbursing the Seller Representative for any Seller Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or any Seller Representative letter agreement, or (ii) as otherwise determined by the Advisory Group.

  • The Seller Representative Expenses Fund may be used by the Sellers’ Representative to pay any expense incurred by the Sellers’ Representative in his capacity as the Sellers’ Representative, including, but not limited to any attorneys’, accountants’ and other professional services expenses incurred in connection with the Closing, and any such fees and expenses incurred after the Closing.

  • Such Seller Representative Expenses may be recovered first, from the Representative Reserve Fund, second, from any distribution of the Escrow Property otherwise distributable to the Participating Holders at the time of distribution, and third, directly from the Participating Holders.

  • Any Seller Representative Expenses owed to the Seller Representative may be recovered first, from the Representative Expense Fund, and second, directly from Sellers.

  • No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign solely by reason of such purchase.

  • Such Seller Representative Expenses may be recovered directly from the Company Security Holders.

  • The Seller Representative also shall be entitled to advances against the Seller Representative Expenses from the Seller Representative Fund, in the judgment and discretion of Seller Representative, acting reasonably.

  • Such Seller Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Indemnification Escrow Amount otherwise distributable to the Sellers at the time of distribution, and third, directly from the Sellers.


More Definitions of Seller Representative Expenses

Seller Representative Expenses is defined in Section 8.5(b). “Seller Representative Expense Reserve” is defined in Section 2.5(b)(iv). “Seller Representative Group” is defined in Section 8.5(b). “Seller Response” is defined in Section 2.5(c)(ii). “Seller Response Deadline” is defined in Section 2.5(c)(ii). “Seller Tax Claim” is defined in Section 6.5(g). “Statement” is defined in Section 6.5(b)(i). “Straddle Period” means a taxable period (or, in the case of the Texas franchise Tax, a privilege period) that includes the Closing Date but does not end on the Closing Date. 11
Sample 1

Related to Seller Representative Expenses

  • Seller Representative means Xxxxx Bank.

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • 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.

  • Administrative Expenses means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the General Partner directly.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • 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.

  • Holder Representative has the meaning specified in Section 11.1.

  • Administrative Expense Cap An amount equal on any Payment Date (when taken together with any Administrative Expenses paid during the period since the preceding Payment Date or in the case of the first Payment Date, the period since the Closing Date), to the sum of (a) 0.025% per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed) of the Fee Basis Amount on the related Determination Date and (b) U.S.$250,000 per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year consisting of twelve (12) 30-day months); provided that (1) in respect of any Payment Date after the third Payment Date following the Closing Date, if the aggregate amount of Administrative Expenses paid pursuant to Section 11.1(a)(i)(A), Section 11.1(a)(ii)(A) and Section 11.1(a)(iii)(A) (including any excess applied in accordance with this proviso) on the three immediately preceding Payment Dates and during the related Collection Periods is less than the stated Administrative Expense Cap (without regard to any excess applied in accordance with this proviso) in the aggregate for such three preceding Payment Dates, then the excess may be applied to the Administrative Expense Cap with respect to the then-current Payment Date; and (2) in respect of the third Payment Date following the Closing Date, such excess amount shall be calculated based on the Payment Dates preceding such Payment Date.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • Shareholder Representative has the meaning set forth in the preamble.

  • Buyer Representatives means the Buyer's accountants, counsel, environmental consultants, financial advisors and other authorized representatives.

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

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

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Lenders’ Representative means the person duly authorised by the Senior Lenders to act for and on behalf of the Senior Lenders with regard to matters arising out of or in relation to this Agreement, and includes his successors, assigns and substitutes;

  • Administrative Expense means any of the following:

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

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

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

  • 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.

  • 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.