Target Transaction Expenses means any fee, cost, expense, payment, expenditure, liability (contingent or otherwise) or obligation incurred by Target (whether incurred prior to or on the date of this Agreement, between the date of the Agreement and the Effective Time or at or after the Effective Time) that: (a) relates directly or indirectly to (i) the proposed disposition of all or a portion of the business of Target contemplated by this Agreement, (ii) the investigation and review conducted by Acquiror and its Representatives with respect to the business of Target (and the furnishing of information to Acquiror and its Representatives), (iii) the negotiation, preparation, review, execution, delivery or performance of this Agreement by Target (including the Target Disclosure Schedule), or any certificate, opinion, agreement or other instrument or document delivered or to be delivered by Target in connection with this Agreement or the transactions contemplated hereby, (iv) the preparation and submission of any filing or notice required to be made or given by Target in connection with the Merger or any of the transactions contemplated by this Agreement, and the obtaining of any consent required to be obtained in connection therewith, or (v) the Specified Matters; or (b) arises or is reasonably expected to arise, is triggered or becomes due or payable, in whole or in part, by Target as a direct or indirect result of the consummation (whether alone or in combination with any other event or circumstance) of the Merger.
Target Transaction Expenses means the unpaid Transaction Expenses incurred by or owed by Target or any Subsidiary of Target in connection with the transactions contemplated by this Agreement, as well as any other expenses, payments or amounts that are explicitly designated as Target Transaction Expenses pursuant to any provision of this Agreement, but specifically excluding any and all payments to be made pursuant to the Target Retention Bonus Plan to the participants in the Target Retention Bonus Plan; provided, however, that the reasonable fees and expenses associated with the preparation or filing of any audited financial statements of Target (excluding the Excluded Business), shall be borne equally by Acquiror and Target. In addition, fees incurred in connection with the preparation and filing of any final statutory audit returns for any of Target’s Subsidiaries, excluding SpinCo, shall not be Target Transaction Expenses and shall be paid by Acquiror.
Target Transaction Expenses means, without duplication, (a) the fees and expenses owed by Sellers or any Target to their investment bankers, attorneys, accountants, and other professionals payable in connection with this Agreement or the consummation of the transactions contemplated hereby, (b) any success fee triggered by the consummation of the transactions contemplated hereby owed by any Target or Seller, (c) the aggregate amount of any transaction bonuses or similar payments owed by any Target to any director, officer or employee of such Target triggered by the consummation of the transactions contemplated hereby, including the employer portion of all employment and payroll Tax obligations relating to or arising from such bonuses or payments) and (d) the aggregate amount of management fees, loans, transaction fees, sale bonuses or similar payments owed by any Target to a Seller that are unpaid as of, or are triggered by, the consummation of such transactions, in the case of each of the foregoing clauses (a), (b), (c) and (d), regardless of whether such fees, expenses or other amounts are due and payable as of the Closing.
Examples of Target Transaction Expenses in a sentence
The Sellers’ Agent shall deliver to Buyer at least three (3) Business Days prior to the Closing Date a schedule (the “Target Transaction Expense Schedule”) that contains a complete and accurate statement of the amount of all of the Target Transaction Expenses (collectively, the “Target Transaction Expense Amount”), together with wire transfer instructions for the payment of all Target Transaction Expenses that will be unpaid as of the Closing Date.
One business day prior to the Effective Time, Target shall deliver to Acquiror written statements from each of its service providers (I) confirming the full amount of Unpaid Target Transaction Expenses relating to such service provider and (II) confirming that no further fees, costs or expenses will be incurred with respect to such service provider without the specific written direction of Acquiror.
Whether or not the Merger is consummated, and without limiting the indemnification obligations pursuant to Section 9 of Target and its stockholders on the one hand, and Acquiror on the other hand, all Target Transaction Expenses shall be paid or payable by Target and all Acquiror Transaction Expenses shall be paid or payable by Acquiror.
For purposes of clarity, Target shall be responsible for the Target Transaction Expenses.
A member who ceases to be a member, for whatever reason, shall forfeit all right in and claim upon the Club and its property including Intellectual Property.
More Definitions of Target Transaction Expenses
Target Transaction Expenses means all third party costs, fees and expenses (including GST) due and payable by any Target Group Member in connection with the Takeover Bid, including the negotiation, preparation, execution and completion of each Transaction Document.
Target Transaction Expenses means all out-of-pocket fees and expenses and expenses incurred by Target in connection with or related to the transactions contemplated by this Agreement, including investment banking, legal, and accounting fees and expenses, that are unpaid immediately prior to the Closing.
Target Transaction Expenses means all fees, costs and expenses of the Group Companies incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the performance and compliance with all Transaction Agreements and conditions contained herein to be performed or complied with at or prior to the Closing, the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, including fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of the Group Companies, whether paid or unpaid as of the Closing. For the avoidance of doubt, Target Transaction Expenses shall not include any fees, costs, or expenses incurred by the Company Securityholders.
Target Transaction Expenses means the Transaction Expenses incurred by or owed by Target in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Target Transaction Expenses shall include any severance, change in control or similar payments or obligations payable by Target to any employee or other service provider of Target as a result of the Acquisition and the transactions contemplated hereby but shall not include any Assumed Liabilities or payments payable by Acquiror to any Identified Employee for periods after the Closing.
Target Transaction Expenses means (i) fees and expenses incurred by the Target, the Holdcos or the Owners in connection with the preparation, negotiation, execution, and performance of this Agreement and the consummation and performance of the transactions contemplated by this Agreement, including all fees and expenses of legal counsel, accountants and other Representatives, advisors and agents, and (ii) contractor wages, manager fees, and commissions owed to employees and/or independent contractors that are accrued and unpaid as of the Closing Date, including any payroll and other employment Taxes payable in connection therewith. (wwww)
Target Transaction Expenses means the Transaction Expenses owed or otherwise payable by Target, Target Subsidiary or Target Related Business in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Target Transaction Expenses shall include (i) any severance, change in control or similar payments or obligations payable to any employee or other service provider of Target, any Target Subsidiary or any Target Related Business as a result of the Merger and the transactions contemplated hereby, including the employer-portion of any withholding Taxes related thereto and to the Option Payments, (ii) any employer-portion of any employment and payroll Taxes with respect to the cancellation of or any payments made with respect to the Options or any other compensatory payments made in connection with the transactions contemplated by this Agreement, (iii) fifty percent (50%) of the Escrow Agent fees and expenses, (iv) the cost of the insurance premium for the “tail” insurance policy described in Section 6.12(b), (v) any fees, expenses or other amounts payable to Great Point at the Closing pursuant to the MSA Termination Agreement or otherwise, and (vi) any fees and expenses payable to the Securityholders’ Agent, provided however that all costs and expenses of “nose” or “tail” insurance related to medical malpractice liabilities of Target, the Target Subsidiaries and the Target Related Businesses to be purchased by Acquiror shall not be included in Target Transaction Expenses.
Target Transaction Expenses means any and all expenses for which any of the Target Group Members are liable, or may become liable, with respect to the Transactions, including all accounting, legal or tax expenses, brokers' or finders' fees, commissions, facilitation fees, and fees for advisory services of any nature including those of Credit Suisse First Boston, PriceWaterhouseCoopers, and Pepper Hamilton LLP, provided that with respect to the fees of Pexxxx Xxxxxxxx XLP incurred in relation to the Transactions incuxxxx xxxxx Xxxxmber 21, 2001, no more than $250,000 of such fees shall be included within the definition of Target Transaction Expenses.