Company Transaction Expenses. At least three (3) business days prior to the Closing Date, Sellers shall deliver to the Buyer, for each Company, a schedule (the “Company Transaction Expense Schedule”) that contains a complete and accurate statement of the amount of such Company’s Transaction Expenses, together with wire transfer instructions for the payment of such Company’s Transaction Expenses that will be unpaid as of the Closing Date. At the Closing, Buyer shall (on behalf of the Companies and Sellers), or Sellers shall cause each Company to (and shall provide sufficient funds to such Company to enable it to), pay all Company Transaction Expenses set forth on the Company Transaction Expense Schedule in accordance with the payment instructions set forth in the Company Transaction Expense Schedule.
Company Transaction Expenses. Simultaneously with the Closing, by wire transfer of immediately available funds on behalf of the Company and its Subsidiaries, the Company shall pay, or Parent shall cause the Surviving Corporation to pay, the Company Transaction Expenses in accordance with wire transfer instructions provided (no later than two (2) Business Days prior to the Closing Date) by each payee thereof.
Company Transaction Expenses. H&H Group shall pay and discharge all Company Transaction Expenses, and Buyer, Newco, the Company and the Sold Subsidiaries shall have no Liability for any Company Transaction Expenses.
Company Transaction Expenses. Simultaneously with the Closing, by wire transfer of immediately available funds, the Company Entities shall pay, or Purchaser shall pay on behalf of the Company Entities, the Company Transaction Expenses in accordance with wire transfer instructions provided by each payee thereof in the invoices described in Section 3.1(a).
Company Transaction Expenses. The Company represents and warrants that its good faith estimate as of the date hereof of the Company Transaction Expenses are as set forth on Section 4.29 of the Company Disclosure Letter.
Company Transaction Expenses. 1.5(a) Stockholder(s)............................................
Company Transaction Expenses. “Company Transaction Expenses” shall mean any costs and expenses, other than Taxes, of the Companies or any of the Subsidiaries relating to the transactions contemplated by this Agreement incurred at or prior to the Closing, including, without limitation, (i) any costs and expenses of any agent, broker, finder, investment banker, consultant, financial, accounting or legal advisor or other similar Person which relate to the transactions contemplated by this Agreement, (ii) the costs of any surveys, whether updates or otherwise, with respect to Owned Real Property and the costs of accountants’ comfort letters required by Holdings’ financing sources but excluding other costs, if any, payable by the Companies pursuant to any agreement entered into with Holdings’ debt financing sources, or (iii) any payments which become due and payable as a result of the transactions contemplated by this Agreement.
Company Transaction Expenses. At or prior to the Closing, Progress Fuels shall, or shall cause the Companies or the Subsidiaries to, pay all Company Transaction Expenses.
Company Transaction Expenses. Pursuant to Section 2.3(b) of the BCA, the undersigned Shareholder hereby acknowledges and agrees that if the Adjusted Company Equity Value is less than the Company Equity Value, Apax shall pay, or cause to be paid, the full amount of such excess, if any, to the Company (“Excess Expense Payments”), in each case, on behalf of all Pre-Closing Holders. The undersigned Shareholder hereby agrees that in the event any such Excess Expense Payments are made by Apax, the undersigned Shareholder shall, upon written demand by Apax, pay such Shareholder’s Pro Rata Participation Percentage of such Excess Expense Payments; provided, however, that the requirement to pay such portion of expenses shall not arise until fifteen (15) days after the undersigned Shareholder has realized cash proceeds in excess of such Shareholder’s Pro Rata Participation Percentage of such Excess Expense Payments in connection with the sale of Subject Securities after the Closing.
Company Transaction Expenses. Pursuant to Section 2.3(b) of the BCA, the undersigned Shareholder hereby acknowledges and agrees that if the Adjusted Company Equity Value is less than the Company Equity Value, the undersigned Shareholder shall promptly, and in any event no later than five (5) Business Days following the final determination of the Final Sponsor Transaction Expenses and Final Company Transaction Expenses pursuant to Section 2.3(b) of the BCA, pay, or cause to be paid, the full amount of such excess, if any, to the Company, in each case, on behalf of all Pre-Closing Holders, by wire transfer of immediately available funds to an account designated in writing by the Company (for the avoidance of doubt, such payment by the undersigned Shareholder shall not come from cash or cash equivalents from any of the Target Companies).
