Transaction Fees and Expenses. Each party hereto shall bear such costs, fees and expenses as may be incurred by it in connection with this Agreement and the transactions contemplated hereby.
Transaction Fees and Expenses. 43 ----------------------------- Notices .............................................................................................43 ------- Amendment ...........................................................................................44 --------- Waiver ..............................................................................................44 ------ Governing Law .......................................................................................44 ------------- Jurisdiction ........................................................................................44 ------------ Remedies ............................................................................................44 -------- Severability ........................................................................................45 ------------ Further Assurances ..................................................................................45 ------------------ Assignment ..........................................................................................45 ---------- Binding Effect ......................................................................................45 -------------- No Third Party Beneficiaries ........................................................................45 ---------------------------- Entire Agreement ....................................................................................45 ---------------- Headings ............................................................................................46 -------- Counterparts ........................................................................................46 ------------ Bulk Sales Law ......................................................................................47 -------------- SIGNATURES..............................................................................................47 Schedules --------- Schedule 1.1 Certain Liens Schedule 1.2(a) Excluded Assets Schedule 3.5 Allocation of Purchase Price Schedule 5.2 Capitalization; Liens Schedule 5.4 Violations, Consents and Approvals Schedule 5.5 Financial Statements Schedule 5.8(a) Litigation Schedule 5.8(b) Violations of Law Schedule 5.9(a) Employee Benefit Plans Schedule 5.9(b) Employee Benefit Plans subject to Title IV of ERISA Schedule 5.10(b) Leases Schedule 5.11(a) Intellectual Property; Rights of Ownership Schedule 5.11(b) Licenses, etc. Rights of Ownership Schedule 5.12(a) Liens Schedule 5.12(b) Fixed Assets Led...
Transaction Fees and Expenses. Each party shall pay all of its own costs and expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby. In the event that this Agreement does not proceed to Closing as a result of any willful breach of this Agreement or the Transaction Framework Agreement by any of the Company or the Key Shareholders, the Company shall bear all documented third party costs and expenses incurred by or on behalf of the Purchaser in the preparation of the agreements(s) and all other documents up to a maximum aggregate amount of US$1,500,000. In the event that this Agreement does not proceed to Closing as a result of any willful breach of this Agreement or the Transaction Framework Agreement by the Purchaser, the Purchaser shall bear all documented third party costs and expenses incurred by or on behalf of the Company in the preparation of the agreements(s) and all other documents up to a maximum aggregate amount of US$1,500,000. In the event that the Company commits any breach of Section 4.6, the Company shall pay to the Purchaser, within three Business Days after written demand therefor, an amount equal to three times the aggregate amount of costs and expenses incurred by the Purchaser in connection with the negotiation, execution, delivery and performance of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby.
Transaction Fees and Expenses. (a) In the event the Closing occurs, each party shall be responsible for its own fees and expenses incurred in connection with this Agreement.
Transaction Fees and Expenses. Each party hereto shall bear all costs incurred by it in connection with this Agreement arid the transactions contemplated hereby. Notwithstanding the foregoing, AAI shall reimburse IH for all reasonable and necessary travel and other business related expenses incurred by JH in connection with the performance of JH's agreements hereunder, provided that such expenses shall be subject to prior approval by AAI which approval will not be unreasonably withheld or delayed. Such expenses shall be reimbursed within thirty (30) days after the submission by fl of appropriate documentation with respect thereto. Reimbursable expenses include, without limitation, business class airfare (unless otherwise mutually agreed), lodging in hotels of mutually acceptable quality, meals, ground transportation, gratuities and mutually agreed upon hotel expenses.
Transaction Fees and Expenses. Except as otherwise expressly provided herein, each party shall bear such costs, fees and expenses as may be incurred thereby in connection with this Agreement and the transactions contemplated hereby.
Transaction Fees and Expenses. In the event that the Company shall determine that it is advisable for the Company or any of its subsidiaries to hire a financial advisor, consultant, investment bank or any similar agent in connection with any transaction that could result in a Change in Control, acquisition, disposition or divestiture, spin-off, split-off, recapitalization, issuance of securities (including, without limitation, any Qualified Public Offering), financing (whether debt or equity financing) or any similar transaction by or involving the Company or its subsidiaries, the Company shall notify Valcon of such determination in writing. Promptly thereafter, upon the request of Valcon, the Company and Valcon shall negotiate in good faith to agree upon appropriate services, additional compensation and indemnification from the Company and/or one or more of its subsidiaries, as applicable, to hire Valcon, its Affiliates or the Sub-Contractors for such services on terms and conditions customary for transactions of similar size and scope.
Transaction Fees and Expenses. (a) In the event the Closing occurs, each party shall be responsible for its own fees and expenses incurred in connection with this Agreement and other Transaction Documents; provided, that the Company shall reimburse (i) the Purchaser up to US$500,000 and (ii) Renren up to US$300,000, in each case, for the fees and expenses incurred by the Purchaser and Renren respectively in connection with this Agreement and other Transaction Documents, which amounts shall be paid by the Company by wire transfer of immediately available funds as soon as practicable after the Closing.
Transaction Fees and Expenses. In consideration for Transaction Services performed from the Effective Date for the Company or the Beneficiary Affiliates, the Company hereby agrees to pay (or to procure that any one or more Beneficiary Affiliates shall pay), the following transaction fees (collectively, the “Transaction Fees”):
Transaction Fees and Expenses. (a) The Company will pay the Advisors or their respective designees a fee in the aggregate amount of $75,000,000 for services rendered in connection with debt financing of the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of March 17, 2005, among the Company, Global Toys Acquisition, LLC, a Delaware limited liability company, and Global Toys Acquisition Merger Sub, Inc., a Delaware corporation. Such fee shall be allocated among the Advisors as follows: one-third to Bain; one-third to KKR; and one-third to Vornado. Each Advisor’s allocated portion of such fee will be payable to such Advisor or its designee by wire transfer of immediately available funds on the Effective Date. In addition, the Company will reimburse each Advisor or its designee, by wire transfer of immediately available funds on the Effective Date, for its reasonable travel expenses and other reasonable out-of-pocket fees and expenses (including the fees and expenses of accountants, attorneys and other advisors retained by such Advisor) incurred in connection with the foregoing and the investigation, negotiation, and consummation of the Merger.
