Sellers’ Transaction Expenses means all costs, fees and expenses incurred in connection with or in anticipation of the negotiation, execution and delivery of this Agreement, including the exhibits and schedules hereto, or the consummation of the contemplated transactions or in connection with or in anticipation of any alternative transactions considered by the Sellers or any Acquired Company to the extent such costs, fees and expenses are payable or reimbursable by an Acquired Company.
Sellers’ Transaction Expenses means (a) all fees, costs, expenses and Liabilities of any Person incurred by or on behalf of Seller (or its Affiliates) in connection with or arising from the negotiation, documentation and consummation of the transactions contemplated by this Agreement, including any investment banking fees, financial advisory fees, brokerage fees, commissions, finder’s fees, attorneys’ fees and expenses, accountants’ fees and expenses or similar fees; (b) any obligation of Seller (or its Affiliates) to pay any Person consideration in connection with the closing of the transactions contemplated by this Agreement under any incentive compensation plan, equity appreciation rights plan or agreement, employment agreement, deferred compensation plan or agreement, supplemental executive compensation agreement, phantom equity plan or agreement, sale, “stay-around,” “change-in-control,” severance, retention, or similar bonuses or payments to current or former directors, officers, employees and consultants; (c) any employment and related Taxes imposed on Seller in connection with the payment of any of the obligations pursuant to clause (a) or (b) of this definition; and (d) fifty percent (50%) of any Transfer Taxes in accordance with Section 9.04.
Sellers’ Transaction Expenses means the legal, accounting, financial advisory and other advisory, transaction or consulting fees and expenses incurred by the Company, the Sellers’ Representative or the Stockholders in connection with the transactions contemplated by this Agreement, including without limitation any fees and expenses payable under the terms of the Management Agreement and the closing bonus payments to employees of the Company as described on Schedule 3.16(a) and Schedule 6.1, in each case to the extent not paid at or prior to the Closing by the Company. For purposes of clarification, Sellers’ Transaction Expenses shall not include the Bonus Payments.
Examples of Sellers’ Transaction Expenses in a sentence
Pesta, Choice (January 2007), 833-34Citation in Michael Gross, “It’s God vs.
All Sellers’ Transaction Expenses shall be included in the Estimated Sellers’ Transaction Expenses.
As of the Closing, the Companies will have no Company Debt created by or on behalf of the Companies and all Sellers’ Transaction Expenses will have been paid.
The questionnaire responses relating to this section intended at establishing which Government Institutions or agencies are responsible for combating trafficking in persons, related money laundering activities and their level of involvement in such matters.
Prior to the Closing, the Company may elect (in its sole discretion) to purchase at its cost (which cost shall be included in the Sellers’ Transaction Expenses) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s and its Subsidiaries’ directors and officers that shall provide such directors and officers with coverage for such time period and on such terms as the Company so determines.
More Definitions of Sellers’ Transaction Expenses
Sellers’ Transaction Expenses means all fees and expenses incurred by the Acquired Companies at or prior to the Closing and payable by the Acquired Companies at or following the Closing arising from, incurred in connection with or incident to this Agreement and the transactions contemplated hereby, or the solicitation of other potential buyers of the Acquired Companies or consideration of other strategic alternatives, including (i) such fees and expenses payable to Ropes & Xxxx LLP, Xxxxxx X. Xxxxx & Co. Incorporated and all other accountants, lawyers, consultants, financial or other advisors retained by any Acquired Company or Seller or any representative of Affiliate thereof in connection with the foregoing, (ii) all bonus, change of control, retention or similar payments payable by the Acquired Companies in accordance with Section 6.09 and (iii) any employer payroll Taxes of the Acquired Companies resulting from such amounts payable pursuant to the foregoing clause (ii).
Sellers’ Transaction Expenses means (a) all out of pocket transaction fees and expenses incurred or payable by Sellers, the Companies or any of the Subsidiaries in respect of this Agreement and the transactions contemplated hereby, including those of all attorneys, accountants, actuaries, consultants, investment bankers, financial advisors, experts or other professionals engaged by or on behalf of Sellers, the Companies or any of the Subsidiaries, in each case, in respect of this Agreement and the transactions contemplated hereby; and (b) bonuses, retention payments and other change-of-control payments to be made to employees by the Companies or any of the Subsidiaries in connection with this Agreement and the transactions contemplated hereby, (c) 50% of the filing fees and any other required fees under the HSR Act, (d) 50% of the fees of the Escrow Agent, (e) 50% of the premiums, fees and taxes incurred by Buyer in connection with obtaining the R&W Insurance Policy. For the avoidance of doubt, Sellers Transaction Expenses shall include all amounts payable pursuant to Section 2.3(b)(i). Notwithstanding anything to the contrary herein, “Sellers Transaction Expenses” shall exclude any costs, fees and expenses (i) not specifically set forth above related to or incurred in connection with the Financing by or on behalf of Buyer; or (ii) to the extent incurred by or at the explicit direction of Buyer in a signed writing for the transactions contemplated by this Agreement and the Related Agreements.
Sellers’ Transaction Expenses means the Expense Fund and all fees, costs and expenses (including legal fees, investment banking fees and accounting fees) that have been incurred by or on behalf of the Purchased Companies or Sellers in connection with the Contemplated Transactions, including all fees, costs and expenses incurred by the Purchased Companies in connection with the negotiation, preparation and review of this Agreement (including the Disclosure Schedule) and all agreements, certificates, opinions and other instruments and documents delivered or to be delivered in connection with the Contemplated Transactions.
Sellers’ Transaction Expenses means the fees and expenses of the brokers, counsel, accountants, investment banks and other advisors incurred on behalf of the Sellers in connection with, or in contemplation of, the transactions contemplated by this Agreement, and representing all fees and expenses due to such brokers, counsel, accountants, investment banks and other advisors through the Closing Date.
Sellers’ Transaction Expenses means all out-of-pocket costs and expenses incurred by the Sellers or the Companies or any Company Subsidiary on their own behalf or on behalf of any of their Affiliates prior to the Closing (whether payable on, prior or after the Closing Date and whether or not then invoiced), in connection with, related to or arising from the transactions contemplated by this Agreement and the agreements and documents referenced herein, including any legal, accounting, investment banking, brokerage or advisory fees and expenses and including any sale, change of control, transaction or similar bonuses or compensation payable to any Seller, or any employee of any Company or any Company Subsidiary in connection with the consummation of the transactions contemplated hereby and includes $107,750 as reimbursement for one-half of the fees, premiums, and expenses paid by Buyer in connection with the issuance of the R&W Insurance Policy.
Sellers’ Transaction Expenses. With respect to any Securitized Loan Pool, the Seller's pro rata share (based upon the relative aggregate principal balances of the Mortgage Loans sold by the Seller to the total aggregate principal balance for all mortgage
Sellers’ Transaction Expenses means the aggregate amount of all of the fees, costs and expenses of members of the Company Group incurred by or on behalf of any member of the Company Group in connection with the process of selling the Company or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby or relating to bonuses, including: (i) all attorneys’, accountants’, investment bankers’ and other advisors’ and consultants’ fees, costs and expenses and all fees and expenses payable under the Advisory Agreement or paid to terminate the Advisory Agreement; (ii) all retention, change of control, transaction, “stay-around,” severance or similar bonuses, compensation or payments paid or payable as a result of or in connection with the consummation of the transactions contemplated hereby, including the Merger (and the employer portion of any payroll, employment or similar Taxes associated with any of the foregoing payments); provided, however, that any of the foregoing paid or payable to any Service Provider as a result of the termination by the Company Group of such individual’s employment or other services arrangement with the Company Group, or other action, taken at the request of Purchaser prior to, as of or after, the Closing shall not constitute “Sellers’ Transaction Expenses” (collectively, the “Purchaser Allocated Expenses”); (iii) any fees and expenses incurred at or prior to the Closing that are associated with obtaining necessary or appropriate consents of any Governmental Authority; (iv) any fees or expenses associated with obtaining the release and termination of any Liens; and (v) the premium for the D&O Tail Policy. “Sellers’ Transaction Expenses” includes the aggregate amount of payments set forth on the “Sellers’ Transaction Expenses Schedule” attached hereto, which “Sellers’ Transaction Expenses Schedule” shall (a) list each of the individual Service Providers to whom any amount included within “Sellers’ Transaction Expenses” is due and payable (together with the amount due and payable to such individual) and (b) be updated by the Company prior to the Closing and delivered to Purchaser no less than three (3) Business Days prior to the Closing. For the avoidance of doubt and to avoid double-counting, any item included in the calculation of Working Capital as finally determined in accordance herewith shall be exclude...