Transaction Expense definition
Transaction Expense means, with respect to any Person, all fees, costs and expenses (including all legal fees and expenses, all fees and expenses payable to any broker, advisor or finder, and all fees and expenses of any audit firm or accountants) that have been incurred in connection with this Agreement and the Contemplated Transactions.
Transaction Expense has the meaning set forth in Section 11.01.
Transaction Expense means any fee, cost, expense, payment, expenditure, liability (contingent or otherwise) or obligation of the Company or any of its Subsidiaries (including legal fees and expenses, accounting fees and expenses and financial advisory fees and expenses), whether incurred prior to the date of the Agreement, during the Pre-Closing Period or at or after the Effective Time, that:
Examples of Transaction Expense in a sentence
The Purchaser, or an Affiliate thereof, is solely responsible for all costs to procure, maintain and make claims under the R&W Insurance Policy, including all premiums, retention amounts, Taxes, expenses and costs of any nature, and such amounts shall not be a Transaction Expense.
No broker, finder or investment banker (other than D▇▇▇▇▇ Advisers LLC, whose fees shall be fully paid by Seller or otherwise constitute a Transaction Expense) is entitled to any brokerage, finder’s or other fee or commission in connection with this Agreement or the Transactions based upon arrangements made by or on behalf of Seller or the Company.
No broker, finder or investment banker (other than D▇▇▇▇▇ Advisers LLC, whose fees shall be fully paid by Seller or otherwise constitute a Transaction Expense) is entitled to any brokerage, finder’s or other fee or commission in connection with this Agreement or the Transactions based upon arrangements made by or on behalf of Seller.
No broker, finder or investment banker (other than ▇▇▇▇▇▇ Advisers LLC, whose fees shall be fully paid by Seller or otherwise constitute a Transaction Expense) is entitled to any brokerage, finder’s or other fee or commission in connection with this Agreement or the Transactions based upon arrangements made by or on behalf of Seller or the Company.
Parent shall pay all filing fees associated with the Required Regulatory Filings; provided, that fifty percent (50%) of the filing fees associated with the Required Regulatory Filings shall be treated as a Transaction Expense and deducted from the Purchase Price at Closing.
More Definitions of Transaction Expense
Transaction Expense shall have the meaning set forth in attached Exhibit I.
Transaction Expense means, with respect to any Person, all fees, costs and expenses (including (A) all legal and attorneys’ fees and expenses, all fees and expenses payable to any broker, advisor or finder, and all fees and expenses of any audit firm or accountant or other third party provider, and (B) any change of control or retention bonus, severance or similar payment obligation payable to any employee, nonemployee director or officer of the Company (together with any payroll and other Taxes required to be paid by the Company in connection therewith)) that have been incurred in connection with or result from the Contemplated Transactions.
Transaction Expense means, with respect to any Person, any costs, fees and expenses incurred by such Person and that arise from, were incurred in connection with, or are incident to the negotiation, documentation or consummation of the transactions contemplated by this Agreement (including the Crestwood Contributions, as applicable) including the fees and expenses of legal, accounting, financial and other advisors, and including any change of control or assignment payments to third parties or any stay bonuses, retention or signing bonuses, success bonuses, and other similar bonuses payable in connection with the consummation of the transactions contemplated hereby (including the Crestwood Contributions, as applicable), but, for clarity, not including costs, fees, and expenses (none of which will be material) associated with post-closing notices by Newco or Contributed Entities to Governmental Entities or other third parties regarding the consummation of the transactions contemplated by this Agreement.
Transaction Expense means all costs, fees, and expenses incurred by the Company, other than the Change in Control Payments, that are or will become payable upon the Closing or otherwise in connection with the transactions contemplated by this Agreement and the Seller Closing Documents or that were incurred in anticipation of or in the course of the transactions contemplated by this Agreement and the Seller Closing Documents.
Transaction Expense means any out-of-pocket fee, cost, expense, payment, expenditure or liability paid or payable by any Acquired Company (including legal fees and expenses, accounting fees and expenses and financial advisory fees and expenses, but excluding employee salaries and amounts paid to independent contractors hired by an Acquired Company to perform services similar to those regularly performed by employees of the Acquired Companies) whether incurred prior to the date of the Agreement, during the Pre-Closing Period or at or after the Effective Time, that relates to: (a) the participation in or response to the investigation, review and inquiry conducted by Parent and its Representatives with respect to the business of the Acquired Companies (and the furnishing of information to Parent and its Representatives in connection with such investigation and review); (b) the negotiation, preparation, drafting, review, execution, delivery or performance of the Agreement (including the Disclosure Schedule) or any certificate, opinion, Contract or other instrument or document delivered or to be delivered in connection with any of the Contemplated Transactions; (c) the preparation and submission of any filing or notice, including the Proxy Statement, required to be made or given in connection with any of the Contemplated Transactions, or the obtaining of any Consent required to be obtained in connection with any of the Contemplated Transactions; (d) the consummation of the Merger or any of the other Contemplated Transactions; or (e) the possible initial public offering of securities of the Company, including the preparation, drafting and filing of the Company’s Registration Statement on Form S-1 and any amendments thereto; provided, however, that: (i) any out-of-pocket fees and expenses (other than the fees and expenses of counsel) incurred by the Company or its stockholders solely in connection with Parent’s preparation of the Proxy Statement shall not constitute Transaction Expenses; (ii) if an opinion of the Company’s outside counsel is requested by Parent solely for purposes of preparing the Proxy Statement, the fees and expenses of counsel incurred to prepare such opinion would not constitute a Transaction Expense; and (iii) in no event will amounts paid to an Acquired Company’s independent accountant in connection with the audit of its annual financial statements or review of its quarterly financial statements, in each case that has taken place in the ordinary course of busi...
Transaction Expense means any fee, cost, expense, payment, expenditure or liability of the Company or any other Acquired Corporation (including legal fees and expenses, accounting fees and expenses and financial advisory fees and expenses), whether incurred prior to the date of the Agreement, during the Pre-Closing Period or at or after the Effective Time, that relates to (a) the participation in or response to the investigation, review and inquiry conducted by Parent and its Representatives with respect to the business of the Acquired Corporations (and the furnishing of information to Parent and its Representatives in connection with such investigation and review), (b) the negotiation, preparation, drafting, review, execution, delivery or performance of the Agreement (including the Disclosure Schedule) or any certificate, opinion, Contract or other instrument or document delivered or to be delivered in connection with any of the Contemplated Transactions, (c) the preparation and submission of any filing or notice required to be made or given in connection with any of the Contemplated Transactions, or the obtaining of any Consent required to be obtained in connection with any of the Contemplated Transactions, or (d) the consummation of the Merger or any of the other Contemplated Transactions. Without limiting the generality of the foregoing, “Transaction Expenses” shall include any fees that are payable or may become payable by any Acquired Corporation in connection with the Contemplated Transactions for services that were performed at or prior to the Effective Time, even if the invoice for such fees is not issued until after the Effective Time.
Transaction Expense means, with respect to any Person, any costs, fees and expenses incurred by such Person and that arise from, were incurred in connection with, or are incident to the negotiation, documentation or consummation of the transactions contemplated by this Agreement (including the Crestwood Contributions, as applicable) including the fees and expenses of legal, accounting, financial and other advisors, and including any change of control