Buyer Transaction Expenses definition

Buyer Transaction Expenses has the meaning set forth in Section 8.5(b).

Buyer Transaction Expenses means the out-of-pocket -------------------------- expenses and fees incurred by Holdings and its affiliates in connection with the transactions contemplated by the Merger Agreement, including but not limited to, fees payable to banks, investment banking firms and other financial institutions, and their respective agents and counsel, and fees of counsel, accountants, financial printers, advisors, experts and consultants to Holdings and its affiliates. Investors agrees that it shall cause Holdings or its subsidiaries to reimburse the Executive Group for Management Transaction Expenses if the transactions contemplated by the Merger Agreement are consummated.

Buyer Transaction Expenses means the amount of reasonable fees and expenses incurred by Buyer in connection with the consummation of the transactions contemplated by this Agreement, including reasonable, documented, out-of-pocket fees and expenses incurred in connection with Buyer’s confirmatory due diligence and the Transaction Documents.

Examples of Buyer Transaction Expenses in a sentence

• Except as otherwise provided herein or the other Transaction Agreements, each Party shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants; provided, that if the Closing occurs, Buyer shall pay at or promptly after Closing, all Buyer Transaction Expenses and all Company Transaction Expenses.

• On or before the Determination Date, Buyer shall provide the Company with a list of all fees and expenses incurred by Buyer in connection with this Agreement and the Contemplated Transactions, including any amounts owed by Buyer for change of control bonuses, severance obligations and Buyer D&O Tail Policy premium (the “Buyer Transaction Expenses”) as of the Determination Date and a good faith estimate of all Buyer Transaction Expenses as of immediately prior to the Closing.

• Except as expressly provided herein, at the Closing, (a) Seller shall pay the Company Transaction Expenses and (b) Buyer shall pay the Buyer Transaction Expenses.

• Except as expressly provided herein, if this Agreement is terminated in accordance herewith, then Seller shall pay the Company Transaction Expenses and Buyer shall pay the Buyer Transaction Expenses.

• At least three (3) Business Days prior to the Closing Date, the Buyer shall prepare and deliver to the Company a certificate setting forth in reasonable detail the Buyer’s good faith calculation (and attaching reasonable supporting details to enable a review thereof by the Company) of Available Closing Date Cash, based upon, among other things, the Company Transaction Expenses Certificate and the Buyer Transaction Expenses Certificate (the “Estimated Available Closing Date Cash Statement”).

More Definitions of Buyer Transaction Expenses

Buyer Transaction Expenses means any fees, costs and expenses incurred by the Buyer relating to the Subject Transactions (whether incurred prior to or after the date hereof), including fees and disbursements of counsel, financial advisors, consultants, accountants, actuaries and other advisors.

Buyer Transaction Expenses means the fees, costs and expenses incurred by the Buyer in connection with the transactions contemplated by this Agreement and the other Transaction Documents.

Buyer Transaction Expenses means all accrued fees, costs and expenses of Buyer incurred prior to and through the earlier of (a) the Closing Date, and (b) the termination of this Agreement in accordance with Section 11.01, including in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements, the performance and compliance with all Transaction Agreements and conditions contained herein to be performed or complied with at or before Closing, and the consummation of the Transactions, including the fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of Buyer, whether paid or unpaid prior to the Closing.

Buyer Transaction Expenses means all accrued fees, costs and expenses of Buyer incurred prior to and through the Closing Date, including in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements, the performance and compliance with all Transaction Agreements and conditions contained herein and therein to be performed or complied with at or before Closing, and the consummation of the Transactions, including the fees, costs, expenses and disbursements of counsel, accountants, advisors, consultants and any other service providers of Buyer, whether paid or unpaid prior to the Closing.

Buyer Transaction Expenses is defined in ‎Section 10.2.

Buyer Transaction Expenses means the reasonable and reasonably documented out-of-pocket expenses incurred by Buyer, Holdings, Merger Sub, Equity Sponsors and their respective Affiliates (which shall include, without limitation, fees and expenses of financial advisors, financial sources, outside legal counsel and accountants and other Representatives) in connection with this Agreement and the transactions contemplated hereby, including fees and expenses incurred by IAAI, the Equity Sponsors and their respective Representatives in preparing for and conducting, as applicable, a due diligence investigation relating to the Company and its Subsidiaries in connection with the transactions contemplated hereby (and a due diligence investigation relating to IAAI and its subsidiaries by any Equity Sponsor and its Representatives other than Xxxxx and its Representatives), but specifically excluding any fees and expenses to the extent attributable to the refinancing of IAAI prior to the Closing or otherwise exclusively related to matters related to the financial statements of IAAI or other fees and expenses related to IAAI that would be incurred even in the absence of this Agreement or the transactions contemplated hereby.

Buyer Transaction Expenses means the Buyer’s Unpaid SPAC Fees plus the Transaction Expenses incurred by the Buyer as of the Closing (excluding expenses incurred in connection with arranging the PIPE Financing, but including expenses incurred in connection with the purchase of the Buyer’s directors’ and officers’ liability insurance policy as contemplated by Section 8.7).