Examples of Deal Fees in a sentence
Whether or not the Warrant Exercise Closing and the other transactions contemplated by this Warrant are consummated, and except as otherwise set forth in this Warrant, each of the Parties shall bear its own fees and expenses incurred or owed in connection with the Warrant Exercise Closing and the other transactions contemplated by this Warrant, provided that any Deal Fees shall be taken into account in the Warrant Exercise Payment and the Closing Date Cash and Liabilities Amount.
Effective upon receipt of a payment in good funds from the Distributor to the Contractor of $197,815.53 (the “Payment Amount”) (consisting of $147,815.53 for Contractor's Deal Fees and Contractor's Expenses, and $50,000 for the Commitment Fee) on or before June 24, 2011, the Assignment Agreement is hereby terminated; provided, however, that paragraphs 13, 14, and 17 of the Assignment Agreement shall survive such termination.
The Company shall, prior to the Warrant Exercise Closing, with any premium or portion thereof that has not been paid as of the Warrant Exercise Closing included in the calculation of Deal Fees, purchase a “tail” insurance policy extending the reporting period for indemnification claims arising out of acts or omissions of Covered Persons prior to the Warrant Exercise Closing for a period of [****] years following the Warrant Exercise Closing.
Acquiror shall have received the Deal Fees Certificate and Spreadsheets from the Company; provided, however, that such receipt shall not be deemed to be an agreement by Acquiror that the Deal Fees Certificate or Spreadsheets is accurate and shall not diminish Acquiror’s remedies hereunder if the Deal Fees Certificate or the Spreadsheets are not accurate.
An election under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any Deal Fees that are success-based fees as defined in Federal Income Tax RegulationSection 1.263(a)-5(f) shall be made.
To the extent the Program Manager or any employee or agent (in such capacity) of the Program Manager receives any Deal Fees with respect to a Program Asset, the calculations called for in this Agreement will be adjusted so that total amounts received by the Program Manager or such employee or agent (in such capacity) of the Program Manager are the same as if all such Deal Fees had been paid to the Company.
Any Tax deductions related to the amounts payable to the Company Equityholders pursuant to this Warrant and pursuant to the Deal Fees and other Liabilities and Indebtedness shown on the Closing Balance Sheet shall be claimed on the Tax Return for thePre-Closing Tax Period (or Straddle Period) ending on the Warrant Exercise Closing Date.
To the extent the Program Manager or any employee or agent (in such capacity) of the Program Manager receives any Deal Fees with respect to a Program Asset, the calculations called for in this Agreement will be adjusted so that total amounts received by the Program Manager or such employee or agent (in such capacity) of the Program Manager are the same as if all such Deal Fees had been paid to the Partnership.
For the avoidance of doubt, Post-Closing Payroll Taxes will: (i) not be included within the definitions of Closing Liability Amount, Change of Control Payments, Closing Indebtedness, Pre-Closing Taxes, or Deal Fees; (ii) not reduce the Closing Payment or any Contingent Payment; and (iii) be borne solely by FibroGen or its Affiliates.