Transaction Related Expenses shall have the meaning set forth in Section 9.5.
Transaction Related Expenses means any expenses, other than expenses paid by the Company or Sellers prior to the Closing or Transfer Taxes, incurred or payable by Sellers, the Company or any Affiliate of the Company to the extent the Company is liable therefor in connection with the negotiation, preparation and execution of this Agreement, the Ancillary Agreements and any other agreements and documents contemplated hereby, the performance of its and their obligations hereunder and thereunder, and the consummation of the Transaction, including (a) the fees and disbursements of the independent accountants and the legal counsel and investment bankers of the Company, brokers, and finders or other advisors to Sellers, the Company or their Affiliates in connection with the Transaction to the extent payable by the Company and (b) any expenses incurred by Sellers or the Company or their Affiliates in connection with the Transaction for which the Company is liable under this Agreement, but in all events excluding any Liabilities under or in connection with any (i) termination of employment upon or following the Closing or (ii) Plan or Multiemployer Plan.
Transaction Related Expenses means all payments and obligations of SWNB related to the Merger, including without limitation, (v) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for SWNB for services rendered solely in connection with the transactions contemplated by this Agreement paid by SWNB prior to the Effective Time; (w) attorneys’ fees arising directly and exclusively from any actions, claims, suits or hearings brought by SWNB’s stockholders with respect to this Agreement or the transactions contemplated hereby; (x) any costs associated with the termination of employee benefit plans or programs (inclusive of any severance compensation paid or to be paid as provided herein, including any severance or non-solicitation agreement payments paid by either Hanmi or SWNB) or any retention bonuses paid in accordance with this Agreement and any costs incurred in connection with SWNB’s data processing
Examples of Transaction Related Expenses in a sentence
AB will have delivered to GBCI the financial information set forth in Section 4.13 and the parties will have agreed upon the amount of Final Transaction Related Expenses pursuant to the terms of Section 4.14.
No earlier than the 15th Business Day prior to Closing nor later than the 11th Business Day before such Closing, AB shall calculate in good faith the estimated Transaction Related Expenses as of the Closing and shall provide GBCI with a copy of a schedule in the form of Exhibit B detailing each Transaction Related Expense and any other documentation reasonably requested by GBCI for purposes of confirming the amount of such Transaction Related Expenses.
Hanmi shall review such materials and, within three Business Days following receipt thereof, notify SWNB as to whether Hanmi accepts or disputes the amount of the Transaction Related Expenses.
Transaction Related Expenses During 2021, we recorded pre-tax transaction related expenses of $8.2 million related to the divestiture of Engineered Materials, which was terminated in May 2022, and other professional fees.
If the Closing Statement is not so timely delivered, the Estimated Net Working Capital, the Estimated Net Funded Indebtedness and the Estimated Transaction Related Expenses will be deemed Final Net Working Capital, Final Net Funded Indebtedness and Final Transaction Related Expenses, respectively.
More Definitions of Transaction Related Expenses
Transaction Related Expenses means (i) the fees and disbursements of Seller, its Affiliates and its independent accountants or financial or other advisors arising in connection with the transactions contemplated hereby, (ii) any expenses incurred by or for the benefit of Seller or its Affiliates in connection with the transactions contemplated hereby or for which they may have any Liability, and (iii) any payments made or required to be made to Personnel of the Interfast Entities and their respective Affiliates as a result of the transactions contemplated hereby.
Transaction Related Expenses of any Person means any expenses incurred by such Person or any of its Subsidiaries, or by any holder of equity securities of such Person or other shares in the capital stock of such Person or Affiliates of such holders to the extent that such Person or its Subsidiaries is liable therefor, in connection with the transactions contemplated by this Agreement, including (i) the fees and disbursements of counsel to such Person or their independent accountants, financial advisors or other advisors in connection with the transactions contemplated hereby to the extent payable by such Person or its Subsidiaries, (ii) any expenses incurred by such Person or its Subsidiaries in connection with the transactions contemplated hereby or for which any of them may have any liability, including expenses allocated to such Person under this Agreement, and (iii) any payment, including any stay-bonus, transaction completion bonus, retention or similar payment, made or required to be made to any officer, director or employee of such Person or its Subsidiaries as a result of the transactions contemplated hereby.
Transaction Related Expenses means all costs, fees, expenses and other amounts incurred or payable (or reasonably expected to be incurred or payable), directly or indirectly, by i3 or any i3 Subsidiary (as hereinafter defined), in connection with this Agreement or the Merger, including (i) all legal, accounting, investment banking and other fees, costs and expenses incurred for the benefit of i3 or any i3 Subsidiary, including the fees payable to Xxxxxxx Bros. and Caymus Partners LLC, (ii) all filing, registration and other similar fees and expenses paid or to be paid by i3 or any i3 Subsidiary, (iii) all fees and expenses payable upon a “change in control” of i3 or otherwise in connection with the consummation of the transactions contemplated herein, including severance payments, stay bonuses or other termination payments, (iv) the adverse consequences on the Taxes payable by i3, the Surviving Corporation or ACE*COMM as a result of the payment of the amounts described in the preceding clause (iii), and (v) the fees, costs and expenses described on Schedule 1.4(b)(3), in each case whether such fees would be capitalized or expensed in accordance with GAAP. Not less than 10 trading days prior to the Mailing Date, i3 shall ask all of its attorneys, accountants and other professionals to render current and correct invoices for all actual or expected unbilled time and disbursements through the Closing Date, which invoices shall include a good faith estimate of the additional fees and expenses which are reasonably expected to be incurred by i3 in connection with the transactions contemplated hereby. In order to facilitate the compilation of the Remaining Liabilities of the Estimated Closing Balance Sheet, i3 shall make available to ACE*COMM and its advisors such work papers, schedules and other supporting data as may be reasonably requested by ACE*COMM to enable it to verify the information contained therein other than the work papers, schedules and supporting data of i3’s lawyers with respect to whom i3 shall only be obligated to provide an invoice and estimate of such amounts. The parties shall negotiate in good faith to resolve any differences or disagreements they may have with respect to the Remaining Liabilities of the Estimated Closing Balance Sheet; provided, that Remaining Liabilities that are or have been invoiced, fixed or otherwise billed in full prior to the Mailing Date and reflected in the Estimated Closing Balance sheet shall not be subject to any differences or disagreement...
Transaction Related Expenses means, whenever incurred, the legal, accounting, financial advisory and other fees payable by the Credit Parties in connection with the Transaction.
Transaction Related Expenses means (i) any expense attributable to the acceleration of vesting of restricted stock awards after the date hereof and (ii) any attorney's fees, investment banking fees, accounting fees, consulting fees and other costs or expenses incurred by the Company or the Company Bank proximately in connection with the negotiation, execution, delivery and performance of this Agreement.
Transaction Related Expenses means the (a) fees, expenses and disbursements of (i) counsel to Seller, the Acquired Companies, their stockholders or employees or (ii) any of their respective independent accountants, investment bankers, financial opinion providers, financial advisors, or other advisors, in each case, in connection with the negotiation, preparation, execution and performance of this Agreement, the Ancillary Agreements, the Related Agreements and the Transactions, to the extent payable by the Acquired Companies, in each case, whether accrued or not; (b) the aggregate amount of any and all stay and retention bonuses, transaction completion bonuses, deferred compensation or other similar payment made or entered into in contemplation of the Transactions or otherwise accelerated or required to be made to the Company Employees as a result of, or in connection with, the Transactions (including all related employment or payroll Taxes), in each case whether or not accrued; and (c) the aggregate amount of any severance obligations of the Acquired Companies that relate to terminations of employment that occur prior to Closing.
Transaction Related Expenses means the sum, without duplication, of all unpaid liabilities of any of Purchased Company as of immediately prior to the Closing for (a) the amount of any investment banking, accounting, attorney or other professional fees incurred by any of the Purchased Companies on or prior to Closing with respect to the transactions contemplated by this Agreement, and (b) the amount of any sale bonuses, change in control bonuses or retention bonuses (other than the Retention Bonus Amounts) that become payable upon and solely by reason of, the consummation of the transactions contemplated hereby, and the employer portion of any payroll and employment Taxes due with respect to such amounts. For the avoidance of doubt, “Transaction Related Expenses” shall not include (i) the amount of any severance or bonus payments or obligations, in any case, except to the extent due and payable solely as a result of the consummation of the transactions contemplated hereby; it being agreed that any “double trigger” severance shall not constitute Transaction Related Expenses, (ii) any Closing Date Funded Indebtedness and (iii) any Financial Statement Expenses.