Consortium Costs definition
Examples of Consortium Costs in a sentence
Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transaction.
In the event of a termination of the Merger Agreement in which a Company Termination Fee is paid to Parent, Parent shall first pay all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the PE Investors in accordance with Section 1.9 hereof.
For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.
For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided to the debt financing sources, lawyers, accountants, consultants, and other advisors who have been engaged with respect to the Merger.
Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expenses.
Prior to making any payment of the Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses.
All records relevant to this Contract shall be retained for a period of three (3) years subsequent to the final closeout of the overall State of Texas CDBG-DR program, in accordance with federal regulations.
Any Company Termination Fee paid by the Company or any of its affiliates pursuant to the Merger Agreement or otherwise, after making adequate provisions for the payment or reimbursement of the Consortium Costs (as defined below), shall be promptly paid by Parent or Merger Sub to the Investors or their designees in proportion to their respective Guaranteed Percentages.
Prior to making any payment of Consortium Costs hereunder, each Sponsor shall be entitled to receive and review reasonable documentation of such fees and expenses.
In the event of a termination of the Merger Agreement in which no Termination Fee or reimbursement of Parent Expenses is paid to Holding or Parent, each Sponsor agrees that it will be responsible for its proportionate share (determined by reference to the amount of its Commitment) of Consortium Costs.