The Shareholders shall be responsible for seventy-five percent (75%) of the after-tax cost (using Briggs's then effective tax rate) of all fees, expenses and other out-of-pocket costs incurred in connection with any Tender Offer, including without limitation any "Consent Payment" or similar payment provided for in the Tender Offer documentation ("Tender Costs"), and Briggs shall be responsible for twenty-five percent (25%) of such after-tax Tender Costs.
The portion of the Tender Costs for which the Shareholders are responsible as set forth herein (unless paid prior to the Effective Time of Merger) shall be Transaction Costs for purposes of this Agreement.
Section 7.1 Section 7.2 Section 7.3 Evaluating Tender Submissions Comparing Tender Costs, Continued Adjusting Details within Tender Pricing Adjusting for VAT Errors 7.1.3 Comparing tenders with and without insurance In cases where the Employer is considering using owner-controlled project insurance, this should be clearly indicated as an option in the Works Requirements.
Sources and Uses as of 5/31/06E ($ in millions) Sources Uses Revolver 1 $231.9 Refinance Existing Revolver $50.0 Term Loan 175.0 Repay Notes $316.9 Estimated Tender Costs $32.5 Transaction Costs $7.5 Total Sources $406.9 Total Uses $406.9 1.
Section 7.1 Evaluating Tender Submissions Comparing Tender Costs, continued 7.1.2 Adjusting the tender sum for the Comparative Cost of Tender For comparison purposes, the Employer adds to the tender sum of the different tenders by reference to a) provisional values the Employer has included in Appendix 5 of Instruction to Tenderers and b) details of rates and percentages that the tenderer has supplied in the Form of Tender and Schedule, part 2D.