Reorganization Expenses. 19 3.8. Conduct of Health Care Claims Audit ................ 19 3.9.
Reorganization Expenses. Except as otherwise expressly provided in the Reorganization Agreements (including but not limited to the last sentence of Section 2.2(b) of the Merger Agreement and Sections 2.2(h), 4.1(p), 4.2(j) and 5.13 of the Merger Agreement and Section 5.3 of the Distribution Agreement), Acquiror and Newco (and not the Company) shall be responsible for and agree to pay all reorganization expenses of the Company directly related to the Contribution, the Distribution and the Merger in accordance with Schedule 3.7 hereto, provided that the Company may, prior to the Effective Time, pay any such expenses that are otherwise the responsibility of Newco.
Reorganization Expenses. (2) all income tax expense of the Company and its consolidated Restricted Subsidiaries;
Reorganization Expenses. Not pay cumulative reorganization expenses in the Cases, excluding non-cash items, in excess of $3,850,000, as itemized in Schedule 6.11(e) attached hereto;
Reorganization Expenses. Except as otherwise expressly set forth herein, in the Purchase Agreement, the Employee Matters Agreement or the Transition Services Agreement, Seller shall pay for all out-of-pocket fees, costs and expenses of Seller, the NewCos and any of their Subsidiaries incurred prior to, at or after the Closing in connection with the Reorganization and the other transactions contemplated by this Agreement and the other Transaction Documents (the “Reorganization Expenses”); for the avoidance of doubt, any costs and expenses incurred in connection with the preparation of the Audited Financial Statements (as defined in the Purchase Agreement) shall be borne as provided in the Purchase Agreement and shall not be included in “Reorganization Expenses.”
Reorganization Expenses. Administrative Agent shall have received a detailed sources and uses of proceeds or other evidence, in form and substance satisfactory to each Lender, that the Borrower and Debtors have paid or satisfied, or have made arrangements reasonably satisfactory to each Lender to pay or satisfy, all administrative and priority claims and expenses pursuant to the Plan or Reorganization, upon terms and conditions previously approved by, or otherwise reasonably acceptable to each Lender;
Reorganization Expenses. 4 ARTICLE IV. COVENANTS, REPRESENTATIONS, AND WARRANTIES OF SELLER . . . . . . . . . . . . 4 Section 4.1. Legal Status . . . . . . . . . . . . . . . . . . . 4 Section 4.2. Authority of Seller . . . . . . . . . . . . . . . . 5 Section 4.3. Title of Seller . . . . . . . . . . . . . . . . . . 5 Section 4.4. Operations Since Balance Sheet Date . . . . . . . . 5 Section 4.5. Representations and Warranties at Closing Date . . 5
Reorganization Expenses. Subject to the provisions of this Section 3.5, the Seller may retain at the Closing sufficient sums to pay its reasonable expenses incurred in connection with transfer of its assets and dissolution pursuant to this Plan. The Fund shall be reduced by any amounts paid by Seller prior to the Closing Date in connection with such expenses.
Reorganization Expenses. Buyer will pay, or will cause the Company to pay, at the Closing, the fees and expenses of the Company’s accountants, tax advisors and attorneys, incurred in connection with the Reorganization, up to an aggregate amount of $40,000; it being agreed and understood that such fees and expenses will not be included as a current liability of the Company for calculating any of the Net Working Capital computations.
Reorganization Expenses. The Company and the stockholders of the Company will each pay their respective expenses, if any, incurred in connection with the Merger.
