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).
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 Von Hoffman 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 Marc Reisch as a signing bonus.
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).

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.

To the extent that Excluded Transaction Expenses are first paid by the Company, Parent, upon request, shall promptly reimburse the Company therefor and in any event within thirty (30) days of such request.

All fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated, except that expenses incurred in connection with the filing fee under the HSR Act shall be shared equally by Parent and the Company, and Parent shall be responsible for the payment of all 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 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.