Seller Transaction Costs definition

Seller Transaction Costs means an amount equal to all unpaid Liabilities as of the Closing relating to transaction costs and expenses incurred by or on behalf of the Sellers prior to the Closing arising from the negotiation, execution and performance of the transactions contemplated by this Agreement, including, without limitation any legal, accounting, broker and other professional fees.

Seller Transaction Costs means all costs and expenses incurred by any Seller and/or any of the Casablanca Subsidiaries in connection with the negotiation, documentation, execution, delivery and performance of this Option Agreement and the Transaction Documents, including, without limitation, the fees and disbursements of counsel, accountants and consultants engaged by Sellers, any Casablanca Subsidiary or any Affiliate thereof, one-half of the fees incurred in connection with obtaining the endorsements to the title insurance policies or endorsements required by Section 4.6 of the Purchase Agreement.

Seller Transaction Costs means all fees, costs and expenses of the Sellers and the Acquired Company (other than fees, costs and expenses incurred on behalf of the Buyer or any Affiliate thereof) in each case, incurred in connection with the negotiation, preparation and execution of this Agreement and the consummation of the Transactions, the auction process involving the potential sale of the Acquired Company to a third party or any other sales process conducted or pursued by the Sellers, the Acquired Company or their Affiliates, whether payable prior to, at or after the Closing Date, including (A) the fees, costs and expenses of counsel to the Acquired Company, and (B) the fees, costs and expenses of investment bankers and any other agents, advisors, consultants and experts engaged by the Acquired Company, and Sellers’ portion of all Transfer Taxes in accordance with Section 6.6.

Examples of Seller Transaction Costs in a sentence

• Sellers shall bear the Seller Transaction Costs and the Buyer shall bear the Buyer Transaction Costs, and to the extent not covered by the foregoing, each party will pay its own costs and expenses.

• The Acquired Companies and the Sellers shall provide the Buyer and its Representatives with reasonable access to the Acquired Companies’ accounting and tax books and records supporting the Closing Cash Amount, Seller Transaction Costs and Closing Indebtedness Amount set forth in the Closing Statement and, prior to the Closing, the Acquired Companies shall consider in good faith any comments on the Closing Statement as the Buyer may reasonably suggest.

• The selection criteria were: A sample consisting of the majority of the projects that comprised the profit shortfalls announced in September and July 2014; and A risk based sample of other projects from across CSUK which did not form part of the profit shortfalls.The sample, measured by August 2014 year to date revenue, covered approximately 74% of Engineering Services and 58% of Major Projects.

• In making a recommendation to SECNAV, CHNAVPERS, and DC (M&RA) must consider the individual’s record of service as a Warrant Officer, the length of service performed as a Warrant Officer, and the needs of the Service in the NEC or MOS in which the individual would serve in an enlisted status.

• This method has more practical computational com- plexity for pruning network architecture by the SPM-based reconfiguration scheme.

More Definitions of Seller Transaction Costs

Seller Transaction Costs shall have the meaning specified in Section 1.10(a)(vi) of the Agreement.

Seller Transaction Costs has the meaning set forth in Section 11A.

Seller Transaction Costs means all fees, costs and expenses of the Sellers and the Acquired Companies (other than fees, costs and expenses incurred on behalf of the Buyer or any Affiliate thereof), in each case, incurred in connection with the negotiation, preparation and execution of this Agreement and the consummation of the Transactions, the auction process involving the potential sale of the Acquired Companies to a third party or any other sales process conducted or pursued by the Sellers, the Acquired Companies or their Affiliates, whether paid or payable prior to, at or after the Closing Date, including (a) the fees, costs and expenses of counsel to the Acquired Companies, (b) the fees, costs and expenses of investment bankers and any other agents, advisors, consultants and experts engaged by the Acquired Companies, and Sellers’ portion of all Transfer Taxes in accordance with Section 6.6, (c) any transaction or other bonus, phantom equity, change-of-control, retention, severance or other compensatory payments or benefits that are created, accelerated, accrue or become payable to, or in respect of, any present or former employee, independent contractor, officer or director of the Acquired Companies or any other Person, in each case, in connection with or as a result of the transactions contemplated by this Agreement (including the employer portion of any withholding, payroll, employment or similar Taxes, if any, associated therewith) and (d) any amounts payable pursuant to any management, sponsor, advisory or other agreement between the Acquired Companies and any Seller or Affiliate thereof, including any termination fee or other similar payment, in each case, that accrues or becomes payable in connection with or as a result of the transactions contemplated by this Agreement.

Seller Transaction Costs means any professional (or other out-of-pocket) fees, expenses or other costs paid or agreed to be paid or incurred or owing by any Group Company in connection with the Transaction (but not including any amount in respect of VAT for which a Group Company or, if relevant, any other member of the VAT group to which that Group Company belongs, is entitled to credit as input tax).

Seller Transaction Costs any third party fees, costs, expenses, payments and expenditures payable to brokers, finders, financial advisors, investment bankers, legal advisors, accountants or consultants or similar Persons incurred or payable in connection with the Transactions.

Seller Transaction Costs is defined in Section 2.2(d).

Seller Transaction Costs means the amount of any legal, accounting, broker, and other professional fees incurred and closing costs paid or reimbursed by the Company (whether incurred by any Seller or the Company) specifically in connection with the Transactions, including the Secondary Transaction, which are in excess of $30,000, but will not include fees for preparing any Tax Returns or Closing Balance Sheet, or other fees or costs that would have been incurred without regard to the Transactions; in the event the payment or reimbursement is less than $30,000, there will be no Seller Transaction Costs. The Closing Payment will be made in cash, by certified check or wire transfer of immediately available funds, to the accounts of the Post-Secondary Transaction Sellers provided to Buyer in writing no less than two business days prior to Closing.