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 (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 Borrower fails to deliver the Transaction Expense Amount (as defined in the Purchase Agreement) to the Holder within three (3) business days of the date such amount is due.
The Transaction Expense Amount shall be offset against the proceeds of the Note and shall be paid to Auctus Management upon the execution hereof.
The Transaction Expense Amount shall be offset against the proceeds of the Note and shall be paid to Buyer upon the execution hereof.
The portions of the OID and the Transaction Expense Amount allocated to the Initial Cash Purchase Price are set forth on Exhibit B.
The Purchase Price, the OID (as defined below), and the Transaction Expense Amount (as defined below) are allocated to the Tranches (as defined in the Note) of the Note as set forth in the table attached hereto as Exhibit B.
More Definitions of Transaction Expense
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 shall have the meaning set forth in attached Exhibit I.
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 is defined as expenses related to the issuance of debt or equity capital or the purchase of, investment in or joint venture with any other company, whether consummated or not, including, but not limited to legal, accounting, due diligence, travel and brokers expenses.
Transaction Expense means any cost or expense of any kind or nature incurred by, paid by, or to be paid by, the Company or any of its Subsidiaries in connection with the Mergers and this Agreement and the transactions contemplated by this Agreement, as well as any related sale or financing process, including, without duplication, (i) any fee or expense of any investment banker, financial advisor, legal counsel, accountant or other professional advisor, (ii) any premium or related cost for any directors’ and officers’ liability insurance (including the Tail Policy) purchased by the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement, (iii) any corporate-level employment Tax based on any payment pursuant to this Agreement (for the avoidance of doubt, excluding any Parent Employee Obligations and payments contemplated under Section 2.4(a)) or attributable to a Closing Employee Payment, (iv) any Closing Employee Payment and (v) any payment, consideration, costs or fees associated with the termination or modification of the Contracts set forth in Section 5.18, Section 5.19, Schedule 8.2(i)(i), Schedule 8.2(i)(ii), or Schedule 8.2(j) or in relation to obtaining any consents, waivers or approvals of, or providing notices to, any party under any Contract of the Company or any of its Subsidiaries as are required in connection with the Mergers for any such Contract to remain in full force and effect following the Second Effective Time. For the avoidance of doubt, the Audit Expense Amount shall not be a Transaction Expense and shall be borne by Parent.
Transaction Expense of a Person means, without duplication, the aggregate expenses, fees and disbursements of all attorneys, accountants and investment bankers for which a Person is liable in connection with the negotiation, execution, delivery and performance of this Agreement through the Closing that remain unpaid or outstanding as of the Closing.