Sellers’ Expenses means the aggregate of all fees and expenses payable by the Company or the Sellers in connection with the consummation of the transactions contemplated hereby (or incurred in connection with the transactions hereunder) including any of the foregoing payable to legal counsel, accountants, investment bankers, financial advisors, brokers, finders, or consultants, but excluding Change in Control Payments and any expenses associated with the preparation of Tax Returns and payments associated with the termination and liquidation of the ESOP.
Sellers’ Expenses has the meaning specified in Section 6.6(a).
Sellers’ 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 Xxxxxxxx & Shohl LLP, Torys LLP, Sellers’ Financial Advisor and Sellers’ Restructuring Advisor) incurred by or on behalf of the Sellers in connection with the Cases or the Transactions.
Examples of Sellers’ Expenses in a sentence
Other notable clients included high-growth brokerage Robinhood and Swedish oat milk brand Oatly, and direct listings Warby Parker and Squarespace.
Subject to ARTICLE IIA, the aggregate cash consideration to be paid by Buyer for the Interests at Closing shall be an amount equal to $28,000,000, minus (i) the aggregate Indebtedness of the Companies as of immediately prior to the Closing minus (ii) the Sellers’ Expenses plus (iii) the aggregate Cash of the Companies as of immediately prior to the Closing.
The term “Working Capital” means the (i) current assets of the Company (but excluding the Company’s available cash), minus (ii) the current liabilities of the Company, including, accounts payable, accrued expenses, and other current liabilities (but excluding capital leases, any other liabilities relating to Company’s Funded Indebtedness and any other of the Sellers’ Expenses related to the transaction contemplated by this Agreement).
Except as provided in Section 1.2.5(d), Article 7 and Article 9, each party shall bear its own expenses incurred in connection with this Agreement and the Contemplated Transactions; provided, that the Sellers shall bear all Closing Date Sellers’ Expenses.
All fees payable to the Person(s) set forth on Seller Disclosure Schedule 4.7 in connection with the Transaction Documents or the Transactions shall be treated as Sellers’ Expenses for the purposes of this Agreement.
More Definitions of Sellers’ Expenses
Sellers’ Expenses means any and all: (a) legal, accounting, tax, financial advisory, environmental consultants, and other professional or transaction related costs, fees and expenses incurred by the Company or the Sellers in connection with this Agreement or in investigating, pursuing, or completing the transactions contemplated hereby (including any amounts owed to any consultants, auditors, accountants, attorneys, brokers or investment bankers), including (i) all legal fees of Hill Xxxx Xxxxxxxxx, P.A., whenever incurred, (ii) all fees of Leerink Partners LLC, whenever incurred, and (iii) the obtaining of any consent required to be obtained in connection with any of such transactions, (b) compensatory payments, bonuses, deferred bonuses, or severance which becomes due from the Company or is otherwise required to be made by the Company as a result of or in connection with the Closing or as a result of any change in control or similar provisions, and (c) payroll, employment, or other Taxes (if any) required to be paid by the Company with respect to the amounts payable pursuant to this Agreement or incident to the payment of the amounts described in clauses (a) and (b) above. Except as and to the extent they are specifically enumerated in clauses (a) — (c) above, any expenses pertaining to the operation and management of the Company are not “Sellers’ Expenses.”
Sellers’ Expenses shall have the meaning set forth in Section 9.3.
Sellers’ Expenses means the fees and expenses (including VAT, to the extent applicable) incurred by the Sellers' Agent on behalf of the Sellers in connection with the Transaction, as set out in the Pre-Closing Certificate;
Sellers’ Expenses means all costs and expenses incurred by the Seller and any Subsidiary of the Seller in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby or obtaining any requisite consents or approvals of the Agreement or the transactions contemplated hereby, including any brokerage, investment bankers or similar fees and any attorneys’ or accounting fees.
Sellers’ Expenses means, as of immediately prior to the Closing, any then unpaid fees and expenses incurred by or on behalf of any of the Sellers or the Companies in connection with the authorization, preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including, without limitation, (i) any amounts relating to the termination or any contract, agreement, relationship or arrangement with any Affiliate of any of the Companies, (ii) all fees and disbursements of investment bankers, attorneys, accountants and other advisors and service providers, (iii) any sale, “stay-around,” retention, change or control or similar bonuses, payments or benefits, (iv) any payroll, social security, unemployment or other Taxes or other amounts required to be paid by any Company in connection with any of the items referred to in clause (iii) and (v) the out-of-pocket cost of obtaining the Consents and approval set forth on Schedule 6.1(c); provided, however, Seller Expenses shall not include any amounts included as liabilities in the calculation of Working Capital.
Sellers’ Expenses means all costs, fees and expenses incurred by the Company or by the Company on behalf of Sellers, in each case in connection with the process of selling the Company or otherwise relating to the negotiation, preparation, execution or consummation of this Agreement and the Transactions, including, without limitation (a) any brokerage fees, commissions, finders' fees or financial advisory fees, (b) the fees and expenses of advisors and consultants in connection with the process of the Transaction and (c) all bonus payments, payments related to mandatory severance benefits, payments related to accrued vacation time, payments related to termination indemnities and seniority premiums but only if and to the extent any such payment under this letter (c) is triggered by the Transaction (whether alone or in connection with other events), but excluding those payments made that are included in the definition of "Outstanding Debt". For the sake of clarity employees’ ordinary annual bonuses unrelated to the Transaction and directors’ annual variable compensation will not be included in the Sellers Expenses.
Sellers’ Expenses means, collectively, without duplication and solely to the extent not paid prior to the Adjustment Time, all fees, costs, and expenses incurred by the Company in connection with the negotiation, preparation, and execution of this Agreement and the consummation of the Contemplated Transactions, including (i) the fees and expenses of the Company’s outside counsel, investment bankers and other advisors, whether incurred or subject to reimbursement, (ii) any bonuses (including transaction, stay, retention, discretionary or other similar bonuses), change of control payments, severance or similar payments payable to current or former directors, managers, officers, employees or other service providers of the Company as a result of the Contemplated Transactions (excluding any severance payable as a result of the termination of service of any service provider after the Closing); provided, however, that, to the extent that any portion of any retention payment is forfeited pursuant to the terms of the applicable retention agreement, then such amount shall instead be paid within five (5) Business Days of such forfeiture Holdco and not the applicable retention bonus recipient; and (iii) the employer portion of any payroll or similar Taxes payable in respect of amounts covered by clause (ii) above.