Company Expenses definition

Company Expenses means, as of any determination time, the aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, the Company in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of the Company, and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to the Company pursuant to this Agreement or any Ancillary Document. Notwithstanding the foregoing or anything herein to the contrary, Company Expenses shall not include any Atlas Expenses.

Company Expenses means a cash amount equal to $3,000,000 to be paid in respect of the Company’s costs and expenses in connection with the negotiation, execution and performance of this Agreement and the Transactions.

Company Expenses has the meaning set forth in Section 5.09 of the Holdings LLC Agreement.

Examples of Company Expenses in a sentence

• All Company Expenses that the Operating Member reasonably determines are directly related to a particular Co-Investment or the Company’s interest in a particular Co-Investment shall be allocated to such Co-Investment.

• All Company Expenses that that the Operating Member reasonably determines are not directly related to a particular Co-Investment or the Company’s interest in a particular Co-Investment, shall be allocated among the Company Investment Round Interests and Members as the Operating Member reasonably determines is fair and equitable (taking into consideration the specific facts and circumstances).

• On the Closing Date following the Closing, PubCo shall pay or cause to be paid by wire transfer of immediately available funds all such Outstanding Company Expenses.

• With respect to Company Expenses, each Member shall contribute to the payment of Company Expenses according to its Proportionate Interest; provided, however, that, in case the Company incurs additional Company Expenses for which it does not have cash to pay them, the portion of such expenses to be borne by the Minority Member may be netted or set off against the proceeds from the sale of Bloom Shares on its behalf and any dividends payable to the Minority Member, if any.

• If deemed appropriate or necessary by the Management Member, the Company may establish reserves, escrow accounts or similar accounts to fund its obligations under this ARTICLE 7, which shall be treated as Company Expenses.

More Definitions of Company Expenses

Company Expenses means, to the extent not paid prior to the Closing and regardless of whether or not accrued or due and whether or not billed or invoiced prior to the Closing, (a) all costs, fees and expenses with respect to outside legal counsel, accountants, advisors, brokers, consultants, investment bankers, financial advisors and other third parties which are incurred by the Company or any of its Subsidiaries in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement, (b) any premium in respect of the directors’ and officers’ insurance obtained pursuant to Section 5.8(a), (c) any “single trigger” bonus, sale, retention, transaction or similar payments or compensation that are payable, accelerated, vested or accrued by the Company or any of its Subsidiaries solely as a result of the Merger, the Pre-Closing Restructuring Steps or the transactions contemplated hereby (excluding, for the avoidance of doubt, any of the payments described in clauses (v) or (w) below) (each, a “Single Trigger Award Payment”), and (d) the employer-paid portion of any related employment and payroll Taxes in respect of the Single Trigger Award Payments and in respect of payment of consideration to holders of Company Units in accordance with Section 2.7; provided however, that “Company Expenses” shall not include (v) any amounts reflected as Liabilities in Closing Indebtedness or Closing Net Working Capital or (w) any “double trigger” bonus, sale, retention, transaction or similar payments or compensation that are payable, accelerated, vested or accrued as a result of the Merger and the transactions contemplated hereby in combination with any actions taken by Parent or the Surviving Corporation after the Effective Time (including any termination of a Company Employee’s employment or service by Parent or the Surviving Corporation after the Effective Time), (x) any payment under the Company LTIP or any employment or similar arrangement entered into with Parent or one of its Subsidiaries or (y) any Taxes related to any other compensatory payments for services performed after the Closing or any compensatory payments that vest after the Closing Date.

Company Expenses means all reasonable fees, expenses, costs, liabilities and obligations of the Company, including those incurred by any Member on behalf of the Company. Company Expenses shall include the following: (i) all out-of-pocket expenses incurred in connection with the operations or activities of the Company; (ii) all reasonable fees and expenses of consultants, accountants, counsel, vendors, suppliers, contractors and other third-party professionals; (iii) all reasonable costs of insurance coverage maintained with respect to the Company Business; (iv) taxes, fees and governmental charges levied against the Company or with respect to the property used by the Company in its business; (v) all indemnification expenses of the Company; and (vi) all reasonable costs of organizing the Company.

Company Expenses means Company organizational costs, CPA and accounting related costs for tax return preparation, financial statement preparation and/or audits, legal fees and costs, filing, licensing or other governmental fees, other third party audits, loan servicing fees, insurance costs (including without limitation general liability insurance, directors and officers insurance, errors and omissions insurance and Fidelity bond), Company administration costs, fees associated with any Credit Facilities; and any other expenses associated with the operation of the Company or management of its Assets. Expenses may include expenses for services provided by Affiliates and costs and expenses may be apportioned and/or reimbursed to or from Affiliates.

Company Expenses shall have the meaning set forth in Section 8.4.3.

Company Expenses has the meaning set forth in Section 5.25.

Company Expenses shall have the meaning set forth in Section 4.6(b).

Company Expenses has the meaning set forth in Section 4.04(a).