Seller Transaction Expenses. Following the application of the Estimated Merger Consideration as contemplated by Section 2.10(b), neither the Surviving Corporation nor any of the Subsidiaries shall have any Liabilities in respect of any Seller Transaction Expenses. If any Person shall make a claim for payment of Seller Transaction Expenses (other than in respect of Final Unpaid Seller Transaction Expenses) 73 after the Effective Time, the Representative on behalf of the Fully-Diluted Stockholders, shall indemnify and hold harmless Parent and the Surviving Corporation for, from and against any such claim, including any out-of-pocket expenses incurred in connection therewith.
Seller Transaction Expenses. Purchaser shall have received evidence that all Seller Transaction Expenses have been paid in full.
Seller Transaction Expenses. Except as set forth on Section 5.32 of the Disclosure Schedule, no Seller Party is required to make, directly or indirectly, any payments to any Person in connection with this Agreement or the Transactions.
Seller Transaction Expenses. The Purchaser shall pay the Seller Transaction Expenses; and
Seller Transaction Expenses. In addition to the Purchase Price, at the Closing, Data 443 shall pay all of Seller’s Transaction Expenses incurred by Seller to revise the initial version of this Agreement and draft the Closing Documents (all of which Data443 originally agreed to prepare) in the amounts and to the payees identified by Seller by wire transfer of immediately available funds to the account(s) designated by the applicable payees.
Seller Transaction Expenses. (i) If the Seller Transaction Expenses, as finally determined in accordance with this ARTICLE 2, are less than the Estimated Seller Transaction Expenses, then Buyer shall pay to each Seller an amount equal to such Seller’s Pro Rata Share of such difference in accordance with Section 2.4(e).
Seller Transaction Expenses. Buyer will pay, on behalf of and for the benefit of Seller, any unpaid Seller’s Transaction Expenses in accordance with the instructions set forth in the certificate delivered at the Closing by Seller pursuant to Section 2.03(b)(iii).
Seller Transaction Expenses. At the Closing, Acquirer shall cause to be paid to the parties indicated on the Spreadsheet all Seller Transaction Expenses that are indicated as outstanding on the Spreadsheet.
Seller Transaction Expenses. No later than two business days prior to the Closing Date, Sellers shall provide the Buyer Parties with a written instruction letter setting forth, with respect to Sellers’ Indebtedness and all Seller Transaction Expenses or other amounts that Sellers request to be funded out of the Closing Cash Consideration at the Closing in accordance with Section 2.6(a): (i) the identity of each Person that is to be paid with respect thereto, (ii) the amount owed or to be owed to each such Person, and (iii) the bank account and wire transfer information for each such Person.
Seller Transaction Expenses. At the Closing, the Buyer shall, on behalf of the Target Companies, pay to such account or accounts as the Company specifies to the Buyer pursuant to the Closing Date Transaction Expenses Statement, the Estimated Seller Transaction Expenses; provided, that any Seller Transaction Expenses that constitute “wages” (and related employment Taxes) shall be deposited with the applicable Target Company and any amounts owed to any employee shall be remitted (net of withholding) in accordance with the payroll practices of the applicable Target Company.
