Outstanding Company Expenses Sample Clauses

Outstanding Company Expenses. Prior to the Closing Date, the Company shall provide to Acquiror a written report setting forth a list of the following fees and expenses incurred by the Company in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, solely to the extent such fees and expenses are incurred through the Closing and unpaid as of 11:59 p.m. California time on the day immediately preceding the Closing Date, whether accrued for or not: (a) the fees and disbursements of outside counsel to the Company incurred in connection with the transactions contemplated hereby and thereby, (b) the fees and expenses of any other agents, advisors, consultants and experts employed by the Company or any of the Company Subsidiaries in connection with the transactions contemplated hereby and thereby, including the Exchange Agent which shall be payable upon the engagement of the Exchange Agent prior to Closing, (c) the Change in Control Payments, if any, (d) any and all amounts due from the Company or any Company Subsidiary to Xxxxxx Xxxxx, if any, and (e) the premium and associated fees in connection with the “tail” policy providing directors’ and officers’ liability insurance coverage pursuant to Section 7.2(b) (the fees and expenses in the foregoing clauses (a) through (e), collectively, the “Outstanding Company Expenses”). Immediately prior to the Effective Time and concurrently with the payment to the Exchange Agent of the Funding Amount, Acquiror shall pay to such third-parties as are directed by the Holder Representative with written evidence of the total amount due such third party, by wire transfer of immediately available funds an amount equal to the Outstanding Company Expenses. No amount shall be included on the Post-Closing Statement, the Estimated Closing Date Net Working Capital or the Closing Date Net Working Capital, in each case, with respect to liabilities for the Outstanding Company Expenses paid in accordance with this Section 3.6. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt Amount shall be included in the Outstanding Company Expenses.
Sample 1See All (6)
AutoNDA by SimpleDocs
Outstanding Company Expenses. On or prior to the Closing Date, the Company shall provide to Parent a written report setting forth a list of the following fees and expenses incurred by the Company in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, solely to the extent such fees and expenses are unpaid as of the close of business on the Closing Date: (a) the fees and disbursements of outside counsel to the Company incurred in connection with the transactions contemplated hereby, (b) the fees and expenses of any other agents, advisors, consultants and experts employed by the Company in connection with the Merger, (c) any Change in Control Payments, (d) the amount to be paid to the Holder Representative and used for payment of expenses incurred in its capacity as the Holder Representative (such amount, the “Holder Allocable Expenses”), and (e) the aggregate amount of any Transfer Taxes that are the responsibility of the Company Equityholders pursuant to Section 8.2(a) (clauses (a)-(e) collectively, the “Outstanding Company Expenses”). Immediately prior to the Effective Time and concurrently with the payment to the Exchange Agent of the Funding Amount, Parent shall pay to such third parties as are directed by the Company, by wire transfer of immediately available funds, an amount equal to the Outstanding Company Expenses. No amount shall be included on the Closing Balance Sheet with respect to liabilities for the Outstanding Company Expenses paid in accordance with this Section 3.8. For the avoidance of doubt, no amounts payable in connection with the repayment of the Funded Debt or any amounts payable in connection with assisting Parent with the Financing shall be included in the Outstanding Company Expenses.
Sample 1
Outstanding Company Expenses. Not later than ten (10) Business Days prior to the Initial Closing Date, Sellers shall provide Buyer a written report setting forth a list of the Transaction Expenses solely to the extent such fees and expenses are or will be incurred and unpaid as of the close of business on the Business Day immediately preceding the Initial Closing Date (collectively, the “Outstanding Transaction Expenses”). On the Initial Closing Date, Buyer shall pay to such third parties as directed by Sellers in writing, by wire transfer of immediately available funds, an amount equal to the Outstanding Transaction Expenses, which amount shall be deducted from the Estimated Initial Purchase Price to be paid pursuant to Section 2.3(a) in accordance with the definition of “Estimated Initial Purchase Price”.
Sample 1
Outstanding Company Expenses. On or prior to date hereof, the Company has provided to Acquiror a written report setting forth a list of the following fees and expenses incurred by the Company in connection with the preparation, negotiation and execution of this Agreement and the consummation of the Company’s sale process (including the transactions contemplated hereby), solely to the extent such fees and expenses are incurred and unpaid: (a) the fees and disbursements of outside counsel, accountants and investment banking firms to the Company incurred in connection with, or payable as a result of, the transactions contemplated hereby and (b) the fees and expenses of any other agents, advisors, consultants and experts employed by the Company in connection with the Merger (collectively, the “Outstanding Company Expenses”). Immediately prior to the Effective Time and concurrently with the payment to the Exchange Agent of the Funding Amount, Acquiror shall pay to the Holder Representative, or to such third parties as are directed by the Holder Representative, by wire transfer of immediately available funds an amount equal to the Outstanding Company Expenses.
Sample 1
Outstanding Company Expenses. On or prior to the Closing Date, the Company shall provide to Buyer a written report setting forth a list of all Outstanding Company Expenses, including the identity of each payee, dollar amounts owed, wire transfer instructions and any other information necessary to effect the final payment in full thereof, and copies of final invoices executed by each such payee acknowledging the invoiced amounts as full and final payment for all services rendered to the Company and its Subsidiaries.
Sample 1
Outstanding Company Expenses. On or prior to the Closing Date, the Company shall provide to Acquiror a written report setting forth (i) a list of the following fees and expenses incurred by the Company in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby (together with wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and unpaid as of the close of business on the Business Day immediately preceding the Closing Date: (a) the fees and disbursements of outside counsel to the Company and Company management incurred in connection with the transactions contemplated hereby and (b) the fees and expenses of any other agents, advisors, consultants, experts and financial advisors employed by the Company in connection with the Mergers (collectively, the “Outstanding Company Expenses”). Immediately prior to the First Effective Time and concurrently with payment of the Funding Amount, the Company shall pay by wire transfer of immediately available funds all such Outstanding Company Expenses as well as all fees and disbursements of Acquiror for outside counsel and fees and expenses of Acquiror for any other agents, advisors, consultants, experts and financial advisors employed in connection with the Mergers.
Sample 1
Outstanding Company Expenses. On or prior to the Closing Date, the Company shall provide to Acquiror a written report setting forth a list of the third-party fees and expenses incurred or payable by the Company or its Subsidiaries in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, solely to the extent such fees and expenses are incurred and unpaid as of the close of business on the Business Day immediately preceding the Closing Date, including: (a) the fees and disbursements of outside counsel to the Company incurred in connection with the transactions contemplated hereby, (b) the fees and expenses of any other agents, advisors, consultants and experts employed by the Company in connection with the transactions contemplated hereby, (c) Change in Control Payments, if any, and (d) any costs or premiums paid for a “tail” insurance policy in accordance with Section 7.2 (collectively, the “Outstanding Company Expenses”). At the Closing, Acquiror shall pay to the Holder Representative, or to such third parties as are directed by the Holder Representative, by wire transfer of immediately available funds an amount equal to the Outstanding Company Expenses. No amount shall be included on the Closing Balance Sheet or in any calculation of Net Working Capital or Funded Debt with respect to liabilities for the Outstanding Company Expenses paid in accordance with this Section 2.6. For the avoidance of doubt, no amounts payable in connection with the repayment of the Funded Debt shall be included in the Outstanding Company Expenses.
Sample 1
AutoNDA by SimpleDocs

Related to Outstanding Company Expenses

  • Company Expenses Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

  • COMMON EXPENSES Seller warrants to Buyer that the common expenses presently payable to the Condominium Corporation in respect of the Property are approximately $ ............................... per month, which amount includes the following: ................................................................ ................................................................................................................................................................................................................ ................................................................................................................................................................................................................

  • Lender Expenses If Borrower fails to pay any amounts or furnish any required proof of payment due to third persons or entities, as required under the terms of this Agreement, then Agent may do any or all of the following after reasonable notice to Borrower: (a) make payment of the same or any part thereof; or (b) obtain and maintain insurance policies of the type discussed in Section 6.5 of this Agreement, and take any action with respect to such policies as Agent deems prudent. Any amounts so paid or deposited by Agent shall constitute Lender Expenses, shall be immediately due and payable, shall bear interest at the then applicable rate hereinabove provided, and shall be secured by the Collateral. Any payments made by Agent shall not constitute an agreement by Agent or any Lender to make similar payments in the future or a waiver by Agent of any Event of Default under this Agreement.

  • Reimbursable Costs 5.3.1. To be considered eligible for reimbursement, costs have to be: • actually incurred, individually identifiable and verifiable, as backed by copies of supporting evidence, as the case may be in the Contractor’s official bookkeeping; this means that no lump sums will be eligible for reimbursement; • necessary in order to perform the tasks as specified in the Terms of Reference (Annex 2); and • cost effective and providing value for money

  • Collection Expenses The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

  • LENDER'S EXPENDITURES If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity.

  • Lenders’ Expenses All Lenders’ Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due.

  • Termination Costs If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC:

  • Collection Costs In the event collection efforts are required to obtain payment on this Account, to the extent permitted by law, You agree to pay all court costs, private process server fees, investigation fees or other costs incurred in collection and reasonable attorneys' fees incurred in the course of collecting any amounts owed under this Agreement or in the recovery of any Collateral.

  • Organization Expenses All expenses incurred in connection with organization of the Company will be paid by the Company.

Time is Money Join Law Insider Premium to draft better contracts faster.