Buyer Transaction Expenses Sample Clauses

Buyer Transaction Expenses. Without limitation of Section 6.07(b) or Section 6.10, Buyer shall be solely responsible for payment of any fees and expenses incurred by or on behalf of it, Parent, Merger Sub or their respective Affiliates in connection with the transactions contemplated hereby or otherwise required by applicable Law, including any fees or expenses incurred by, at the direction of Buyer, Merger Sub or any of their respective Affiliates. This Section 6.03 shall not apply to Company Transaction Expenses, which shall be taken into account in the calculation of Estimated Merger Consideration and otherwise subject to Section 2.07.
Sample 1
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Buyer Transaction Expenses. Buyer shall be responsible for the Buyer Transaction Expenses.
Sample 1
Buyer Transaction Expenses. Without limitation on Section 6.06(a), Section 7.07 or Section 7.10, Buyer shall be solely responsible for payment of any fees and expenses incurred by or on behalf of it or its Affiliates in connection with the transactions contemplated hereby or otherwise required by applicable Law, other than where specified in this Agreement. Buyer shall, promptly upon request, reimburse Seller or Lender, applicable, for (i) any amount above fifty percent (50%) of any Shared Expense, (ii) any portion of the PWC Fees for which Buyer is responsible, or (iii) any Naperville Lease Costs, in each case to the extent actually paid by the Company or any of its Subsidiaries prior to the Closing, or paid by Seller or Lender, whether prior to, at or following the Closing. The provisions of this Section 7.03 shall survive the consummation of the Closing.
Sample 1
Buyer Transaction Expenses. The parties acknowledge and agree that all costs and expenses incurred by Buyer or its Affiliates prior to Closing for surveys, environmental assessments, title and drilling services in connection with the consummation of the transactions contemplated by this Agreement, including such costs and expenses associated with services provided by Fidelity National, Continental Placer, Inc. and Xxxxxxxxx Firm, Inc., shall in each case be treated as Buyer transaction expenses and obligations solely of Buyer to pay all such amounts.
Sample 1
Buyer Transaction Expenses. In the event that, at the Effective Time, there is a Buyer Excess, Sponsor shall elect (and cause) one of the following to occur without any action on the part of the Buyer, Newco, the Company or Sellers: (a) the Equity Value shall be deemed to be increased by an amount equal to the Buyer Excess; (b) a number of Sponsor Shares and/or warrants, as determined by the Sponsor, having a value equal to the Buyer Excess shall be cancelled; provided that the value of each Sponsor Share shall be the Reference Price; or (c) Sponsor shall pay an amount equal to the Buyer Excess in cash to the Buyer concurrently with the Closing.
Sample 1
Buyer Transaction Expenses. At least three (3) Business Days prior to the Closing Date, the Buyer shall provide to the Company a statement setting forth the Buyer’s good faith estimate of the Buyer Transaction Expenses as of the Closing Date, together with reasonable supporting documentation thereof.
Sample 1

Related to Buyer Transaction Expenses

  • Transaction Expenses Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided. The Company will pay, and will save each Purchaser and each other Holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder in connection with its purchase of the Notes).

  • Acquisition Expenses Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or development of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums.

  • Liquidation and Acquisition Expenses The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  • Collection Expenses The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

  • Termination Expenses Termination Expenses are in addition to compensation for Basic and Supplemental Services, and are full compensation for all damages and expenses which are directly or indirectly attributable to termination. Termination Expenses are applicable only to a termination for convenience by Owner and shall be computed as a percentage of the total compensation for Basic Services and Supplemental Services earned to the time of termination, as follows: .1 Twenty (20%) percent of the total compensation for Basic and Supplemental Services earned to the date of termination, if termination occurs before or during the schematic design phase; or .2 Ten (10%) percent of the total compensation for Basic and Supplemental Services earned to the date of termination, if termination occurs during the design development phase; or .3 Five (5%) percent of the total compensation for Basic and Supplemental Services earned to the date of termination, if termination occurs during any subsequent phase.

  • Organization Expenses All expenses incurred in connection with organization of the Company will be paid by the Company.

  • Litigation Expenses If either party successfully seeks to enforce any provision of this Agreement or to collect any amount claimed to be due under it, this party will be entitled to reimbursement from the other party for any and all of its out-of-pocket expenses and costs including, without limitation, reasonable attorneys' fees and costs incurred in connection with the enforcement or collection.

  • Transaction Fees The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), F.S. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida.

  • Liquidation Expenses Expenses that are incurred by the Master Servicer or a Servicer in connection with the liquidation of any defaulted Mortgage Loan and that are not recoverable under the applicable Primary Mortgage Insurance Policy, if any, including, without limitation, foreclosure and rehabilitation expenses, legal expenses and unreimbursed amounts, if any, expended pursuant to Sections 9.06, 9.16 or 9.22.

  • Brokers’ Fees; Transaction Fees Except for fees payable to Agent and Lenders, none of the Credit Parties or any of their respective Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.

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