Flex Expenses definition
Flex Expenses means, if a Successful Syndication of the Company Loan has not been achieved on or before the Closing, the fees and expenses that are due and payable from time to time after Closing pursuant to the exercise by the agent and lenders under the Company Loan pursuant to the “market flex” provisions contained in the Company Commitment Letter and any similar provisions included in the Definitive Company Loan Documents, which result from an increase in the upfront or commitment fees thereunder or an increase in the form of original issue discount thereof.
Examples of Flex Expenses in a sentence
The Seller Representative shall have no obligation to pay any Flex Expenses, except from the balance of the Flex Reserve, if any, and after the Flex Reserve Termination Date, the Seller Representative shall have no obligation to pay any Flex Expenses.
With respect to any claim by any Buyer Indemnified Party pursuant to Section 8.2(b) for Losses incurred or suffered by the Company or any of its Subsidiaries, the amount of Losses incurred or suffered, or deemed to have been incurred or suffered, by Buyer shall take into account Buyer’s percentage ownership interest in the equity of the Company; provided that Buyer shall be deemed to have suffered Losses equal to 100% of the unpaid Flex Expenses.