Excluded Transaction Expenses definition

Excluded Transaction Expenses means any of the expenses described in the definition of Transaction Expenses to the extent that, at the Closing, all obligations of the CCG Entities thereunder are either released or paid in full at the sole cost and expense of the Seller or its Affiliates (other than the CCG Entities).
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Excluded Transaction Expenses means any of the expenses described in the definition of Transaction Expenses to the extent that, at the Closing, all obligations of the Company thereunder are either released or paid in full at the sole cost and expense of the Seller.
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Excluded Transaction Expenses means (i) up to $500,000 of fees and expenses of counsel, advisors, consultants, investment bankers, actuaries, auditors and accountants in connection with the tender offers and consent solicitations, (ii) any administration fee paid to Credit Suisse First Boston as contemplated by the Financing Commitment, (iii) fees and expenses incurred in connection with obtaining fairness opinions with respect to the Contribution or the Mergers, (iv) fees payable to Credit Suisse First Boston as the financial advisor to Xxx Xxxxxxx Corporation with respect to the sale of the direct marketing business of The Lehigh Press, Inc., (v) amounts paid as retention bonuses to the employees of Jostens, and (vi) the amount paid to Xxxx Xxxxxx as a signing bonus.
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Examples of Excluded Transaction Expenses in a sentence

  • At the Closing, the Seller shall deliver to the Purchaser evidence, in form and substance reasonably satisfactory to the Purchaser, that (x) each CCG Entity has been released from all Excluded Transaction Expenses or (y) all Excluded Transaction Expenses have been repaid by the Seller.

  • Other factors however aggravated the offence and these included a lack of remorse, a failure to plead guilty, the fact the offender was on conditional liberty, the making of threats and actual violence and the commission of the offences over a “not inconsiderable” period of time.It was not open to conclude that a lesser sentence ought to have been imposed.

  • Except as otherwise expressly provided in this Agreement, all fees and expenses incurred by the parties hereto in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses; provided, that, if the Closing occurs, the Company shall bear and pay all Transaction Expenses and Excluded Transaction Expenses.

  • At the Closing, (i) the Seller shall deliver to the Purchaser evidence, in form and substance reasonably satisfactory to the Purchaser, that (x) the Company has been released from all Excluded Transaction Expenses or (y) all Excluded Transaction Expenses have been repaid by the Seller and (ii) the Purchaser shall provide to the Company funds in the amount of the estimated amount of Transaction Expenses set forth in the Estimated Statement.

  • The Company shall pay all Transaction Expenses and Excluded Transaction Expenses simultaneously with the Closing.


More Definitions of Excluded Transaction Expenses

Excluded Transaction Expenses means Transaction Expenses up to an aggregate amount of $750,000, which for purposes of this definition shall consist solely of (a) fees and expenses of outside legal counsel, accountants and other advisors, (b) an amount equal to 50% of the filing fee payable by Parent to comply with applicable requirements of the HSR Act and (c) the costs of the “tail” insurance policy which the Company is required to procure pursuant to Section 8.14(b).
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Related to Excluded Transaction Expenses

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

  • Company Transaction Expenses means all costs, fees and expenses payable by the Company or any of its Subsidiaries to any Person incurred by or on behalf of the Company, any of its Affiliates or any of the Sellers on or before the Closing in connection with the preparation, negotiation, execution and consummation of this Agreement and the transactions contemplated hereby to the extent, if any, unpaid as of immediately prior to Closing (but calculated assuming consummation of the transactions contemplated hereby such that all Company Transaction Expenses that become payable as a consequence of, or upon, the Closing are included), including: (a) any brokerage, finders’ or other advisory fees, costs, expenses, commissions or similar payments; (b) any fees, costs, disbursements or expenses of counsel, accountants or other advisors or service providers; (c) other than the aggregate Option Cancellation Payments, any fees, costs, expenses of, or payments to be made by, the Company or any of its Subsidiaries related to any transaction or retention bonus, incentive bonus, stay bonus, long-term incentive awards, termination or change-of-control payment, severance or other compensatory payments to be made to any current or former employee, director or other current or former individual service provider of the Company or any of its Subsidiaries, in whole or in part, as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby (but excluding, for the avoidance of doubt, any such arrangements that are implemented by Buyer), including Tax “gross up” payments payable with respect to any of the foregoing; (d) the required employer portion of payroll or similar Taxes payable in connection with the Option Cancellation Payments or any Company Transaction Expenses (or an item that would have been a Company Transaction Expense if it had not been paid prior to the Closing); (e) any termination, exit or similar fees and expenses payable to any Seller or any of their respective Affiliates as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby pursuant to any advisory, management or other similar Contract with the Company or any of its Subsidiaries; and (f) all other fees and expenses payable by the Company or any of its Subsidiaries in connection any transactions contemplated with other potential acquirors of (or investors in) the Company or any of its Subsidiaries (including in connection with any auction process) or other strategic alternatives pursued by the Company or any of its Subsidiaries (including any public or private offering of securities).

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Transaction Expenses means any fees or expenses incurred or paid by the Investors, Holdings, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

  • Final Transaction Expenses has the meaning set forth in Section 3.2(b).

  • Acquisition Expenses means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.

  • Disposition Expenses means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Excluded Transactions means:

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

  • Company Transaction Costs means the transaction costs and expenses of the Acquired Companies relating to the Merger, including all legal and accounting fees, brokerage fees, commissions and finders’ fees payable to brokers or finders that were employed by any Acquired Company or any of its agents, officers, directors or employees or agents thereof.

  • Litigation Expenses means costs and expenses incurred in connection with commencing, prosecuting and settling the Action (which may include the costs and expenses of Plaintiffs directly related to their representation of the Settlement Class), for which Lead Counsel intends to apply to the Court for reimbursement from the Settlement Fund.

  • Litigation Expense means any expenses reasonably incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against under this Agreement, including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees, and fees and disbursements of legal counsel, investigators, expert witnesses, accountants and other professionals.

  • Election expenses means expenses incurred, whether before, during or after the election, on account of, or in respect of, the conduct or management of the election.

  • Liquidation Expenses With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicers, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

  • Distribution Expenses means the reasonable costs, excluding overhead, incurred by ZIOPHARM that are directly and reasonably allocable to the distribution of a ZIOPHARM Product with respect to a particular country where such ZIOPHARM Product has been launched, excluding any costs included as a deduction in calculating Net Sales.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Transaction Costs means all fees, costs and expenses incurred or payable by Holdings, the Borrower or any other Subsidiary in connection with the Transactions.

  • Transaction Fees means fees paid or payable by the Service Recipients, which are on market terms, with respect to financial advisory services ordinarily carried out by investment banks in the context of mergers and acquisitions transactions.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Company Expenses has the meaning provided in Section 8.3.

  • Transaction Exposure means, for any Transaction, Exposure determined as if such Transaction were the only Transaction between the Secured Party and the Pledgor.

  • Acquisition Fees means the fee payable to the Advisor pursuant to Section 8.01 plus all other fees and commissions, excluding Acquisition Expenses, paid by any Person to any Person in connection with making or investing in any Property or other Permitted Investment or the purchase, development or construction of any Property by the Company. Included in the computation of such fees or commissions shall be any real estate commission, selection fee, Development Fee, Construction Fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be Development Fees and Construction Fees paid to Persons not Affiliated with the Advisor in connection with the actual development and construction of a Property.