Transaction Related Expenses. The Seller Parent, the Seller and their respective subsidiaries (other than the Company and the Subsidiaries), shall pay all Transaction Related Expenses and the Severance Benefits Expenses payable to the Top Managers.
Transaction Related Expenses. O.A.K. shall pay O.A.K. Investment Banker or any affiliate of O.A.K. Investment Banker only the fees or expenses described in the engagement letter with O.A.K. Investment Banker included in the O.A.K. Disclosure Statement (the "Investment Banker Fees") and no other fees or expenses.
Transaction Related Expenses. (a) Within ten (10) business days prior to the Acceptance Date, and in no event less than three (3) business days before the Acceptance Date, the Company shall deliver to the Purchaser an itemized list in reasonable detail setting forth a description and the estimated amount of each of the fees, costs and expenses (“Transaction Related Expenses”) incurred by the Company or its Subsidiaries in connection with the Merger Agreement, the Contribution Agreement, the Offer, the Merger, the Contribution and the Spin-Off and indicating which Transaction Related Expenses have been or will be paid by the Company prior to the consummation of the Contribution (the “Paid Expenses”).
Transaction Related Expenses. 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. GBCI shall review such materials and, within three Business Days following receipt thereof, notify AB as to whether GBCI accepts or disputes the amount of the estimated Transaction Related Expenses. If GBCI disputes such calculation in good faith, it shall describe in its notice its specific requested changes or adjustments. If GBCI and AB are unable to resolve such dispute through good faith negotiations within three Business Days after delivery of GBCI’s notice of objection, then the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved by the Independent Accountants in accordance with the process set forth in Section 4.13. The Transaction Related Expenses estimated as of Closing, as determined and agreed upon in writing by GBCI and AB in accordance with this Section 4.14, are the “Final Transaction Related Expenses.”
Transaction Related Expenses. 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. 5.2.5
Transaction Related Expenses. In no event shall FMM, FMS or any of the Covenant Entities make Payments to any Affiliates or incur in the aggregate in excess of $900,000.00 for Transaction related expenses.
Transaction Related Expenses. In no event shall Royal Grip, Roxxi or any of the Covenant Entities make Payments to any Affiliates or incur in the aggregate in excess of $900,000.00 for Transaction related expenses.
Transaction Related Expenses. Parent shall have received satisfactory evidence that the Transaction Related Expenses shall not have exceeded $2,000,000.
Transaction Related Expenses. (a) Subject to Section 7.23(b), upon receipt of a written invoice from the Company after the Closing, the Sellers shall promptly pay, or reimburse the Company for, any transaction-related expenses owed by the Company or any Subsidiary to third-parties incurred prior to the Closing for the benefit of the Sellers, Company or any Subsidiary (including at the direction of the Sellers) that are unpaid on or after the Closing, including, without limitation, (i) fees and expenses of counsel and advisors to Sellers, (ii) expenses associated with the preparation of the Interim Financial Statements (other than Incremental KPMG Expenses), (iii) expenses incurred on or prior to October 6, 2006.
Transaction Related Expenses. Notwithstanding anything to the contrary herein, any tax deduction for expenses of the Company for Transaction Expenses or Closing Bonus Payments or any other transaction-related expenses paid by the Company on or prior to Closing, paid by the Seller Parties, or taken into account as liabilities in Net Working Capital, Transaction Expenses or Indebtedness in the determination of Final Closing Consideration pursuant to Section 1.3 shall be reported on the income Tax Returns of the Seller to the extent allowable by applicable Law. 8.4
