Seller Expenses has the meaning set forth in Section 11.1.
Seller Expenses means all costs and expenses, including all attorneys' fees, accountants' fees, and other commissions, expenses, and other liabilities or obligations, incurred by Seller in respect of the transactions contemplated by this Agreement.
Seller Expenses means, without duplication, to the extent unpaid immediately prior to the Closing, all of the fees, expenses, Taxes, costs, charges, payments and other obligations that are incurred by or on behalf of the Company and its Subsidiaries, the Sellers or the Representative (in each case to the extent paid or payable by the Company or its Subsidiaries) or for which the Company or its Subsidiaries is otherwise liable in connection with the transactions contemplated by this Agreement or the Ancillary Documents (whether incurred or to be paid prior to, at or after Closing, except as noted below), including (i) any fees, costs expenses, payments and expenditures of legal counsel, representatives, agents, advisors and accountants, (ii) the amount of fees, costs, expenses, payments and expenditures payable to brokers, finders, financial advisors, investment bankers or similar Persons (iii) all bonuses (other than performance-based bonuses under Contracts existing as of the date of this Agreement the payment of which is not contingent upon a change of control), change of control payments or similar payments or obligations payable by the Company or any of its Subsidiaries to directors, employees and/or consultants of the Company or any of its Subsidiaries as a result of the consummation of the transactions contemplated by this Agreement or the Ancillary Documents or termination of employment or a services engagement in connection therewith, that are unpaid as of the Closing, except, in the case of termination of employment or a services engagement, to the extent that any such payments result from actions taken by or at the written direction of Parent, (iv) the employer portion of any payroll taxes or other withholding obligations arising from (A) payments described in clause (iii) of this definition or (B) payments to holders of Eligible Options in accordance with this Agreement, including any Transaction Payroll Taxes, in each case, to the extent such payroll taxes would be due and payable prior to, at or substantially contemporaneous with, or as a result of, the Closing and have not already been included in the calculation of amounts payable to holders of Eligible Options pursuant to Section 2.9(b) and 2.9(d), as applicable, (v) the costs of the Company D&O Tail Policy, (vi) the payment described on Schedule 1.1(c), and (vii) the premium of the R&W Insurance Policy of $1,319,904.64, and the underwriting fee and other related costs and expenses applicable to the R&W In...
Examples of Seller Expenses in a sentence
For the avoidance of doubt, adjustments may be made to the Estimated Closing Statement any time prior to Closing to account for any changes due to the passage of time (e.g., increases in Seller Expenses) or per diems in connection with any payoff letters and any such adjustments shall not require the delivery of a new Estimated Closing Statement (or new invoices) at least three Business Days prior to the Closing or in any other way delay the Closing.
As of the date hereof, the Parties are not presently aware of any requirement to deduct and withhold from any amounts otherwise payable to any Person pursuant to this Agreement other than SAR Payments and other Seller Expenses payable under Section 2.3(b)(i).
More Definitions of Seller Expenses
Seller Expenses means any costs and expenses (including all legal, accounting, financial advisory, valuation, investment banking and other third party advisory or consulting fees and expenses including those of Weil, Gotshal & Xxxxxx LLP, Sellers’ Financial Advisor and Sellers’ Restructuring Advisor) incurred by or on behalf of the Sellers in connection with the Chapter 11 Cases or the transactions contemplated by this Agreement.
Seller Expenses means, without duplication, the aggregate amount of fees, costs and expenses incurred in connection with or in anticipation of the negotiation and execution of this Agreement, the Ancillary Documents or the consummation of the transactions contemplated herein or therein to the extent such fees, costs and expenses are payable, incurred by, billed to or otherwise reimbursable by any Group Company, including (a) any such fees and expenses of McGuireWoods LLP or any other attorneys, accountants, consultants or other professional service providers, (b) the fees, commissions and expenses of the Brokers or any other broker, finder, financial advisor or investment banker and all other brokerage fees, commissions, finders’ fees or financial advisory fees, (c) any transaction, success, exit, monitoring, management or consulting fees, or any costs or expenses, payable to any direct or indirect equity holder of a Group Company or any Affiliate of such equity holder and any costs and expenses payable to any such equity holder, any Affiliate thereof or any of their respective representatives under any Contract pursuant to which such fees, costs or expenses are payable, including any fees, costs and expenses payable pursuant to the Management Services Agreement in connection with the Closing, and (e) any change of control, severance payments, success, retention, transaction or similar bonuses payable to employees of the Group Companies solely as a result of or in connection with this Agreement or the consummation of the transactions contemplated hereunder (including the employer portion of any withholding, payroll, employment or similar Taxes, if any, associated therewith); provided, however, that “Seller Expenses” shall exclude (i) any amounts paid by the Group Companies in connection with the “tail” policy pursuant to and in accordance with Section 6.5(b), (ii) filing fees associated with the HSR Act filing and any other filings in connection with Applicable Regulatory Law compliance, and (iii) any transfer taxes or similar fees and obligations described in Section 6.2.
Seller Expenses means, without duplication, (a) all amounts due and payable by Seller and by the Company as of the Closing Date for all out-of-pocket costs and expenses incurred by Seller or the Company in connection with the negotiation of, and the consummation of the transactions contemplated by, this Agreement with respect to services provided by third-party Representatives, which Seller Expenses shall be identified in a written statement delivered by Seller to Buyer no later than two Business Day prior to the Closing Date and (b) Change in Control Payments.
Seller Expenses means, without duplication, all of the fees, expenses, costs, charges, payments and other obligations that are incurred by or on behalf of the Seller Parties and/or their Affiliates or for which the Seller Parties and/or their Affiliates are otherwise liable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements (whether incurred or to be paid prior to, at or after Closing), including (i) the fees and expenses of the Seller Parties’ and/or their Affiliates’ respective bankers, counsel, accountants, advisors, agents and representatives, and (ii) any success, change of control, special or other bonuses or similar amounts payable by the Seller Parties and/or their Affiliates to any employee, officer or director upon or in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.
Seller Expenses has the meaning set forth in Section 2.8(a).
Seller Expenses means the collective amount of all out-of-pocket costs and expenses incurred by the Company and its Subsidiaries or on behalf of the Seller, in connection with the sale of the Company or any of its Subsidiaries, payable by the Company or any of its Subsidiaries to outside legal counsel, accountants, advisors, brokers and other third parties and unpaid as of immediately prior to the Closing; provided that Net Working Capital shall not take into account any item included in Seller Expenses to the extent so included and paid at Closing. 8
Seller Expenses means all fees, commissions, costs and expenses (including, without limitation, fees, commissions, costs and expenses of legal counsel, accountants, investment bankers, brokers or other representatives, advisors and consultants and appraisal fees, costs and expenses and including, without limitation any change in control payments, bonuses or other compensation and all related payroll taxes in connection therewith incurred by the Company or any of the Company’s Subsidiaries on its own behalf or on behalf of Seller or its Affiliates in connection with, related to or arising from the negotiation, execution and preparation of this Agreement, the performance of its obligations and covenants hereunder and thereunder, and the consummation of the transactions contemplated hereby.