Closing Transaction Expenses Sample Clauses

Closing Transaction Expenses. To the Persons entitled to the same, by wire transfer of immediately available funds pursuant to written instructions provided to Parent by Company not less than Two (2) Business Days prior to the Closing, cash in an amount equal to the Transaction Expenses that are unpaid as of the Closing Date, as set forth in a certificate in substantially the form attached hereto as Exhibit G (the “Transaction Expense Certificate”);
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Closing Transaction Expenses. If Buyer and the Sellers’ Representative resolve the dispute, their agreement shall be binding and conclusive on all parties hereto. If Buyer and the Sellers’ Representative fail to agree on the adjustments set forth in an Objection Notice within sixty (60) days after delivery of the Objection Notice (the “Adjustment Agreement Period”), then (i) upon the election of either the Sellers’ Representative or Buyer, the Sellers’ Representative and Buyer shall retain PricewaterhouseCoopers LLP (or such other independent accounting firm of recognized standing in the United States and United Kingdom as may be mutually selected by Buyer and the Sellers’ Representative or, if such parties are unable to agree on the identity of such accounting firm within seven (7) days of the expiry of the aforementioned sixty (60) day period, by the President for the time being of the Institute of Chartered Accountants of England and Wales) (the “Independent Auditor”) to make the final determination of (A) the Closing Working Capital Amount and (B) the Closing Transaction Expenses in accordance with the terms of this Agreement within the thirty (30)-day period immediately following the Adjustment Agreement Period, and (ii) Buyer and the Sellers’ Representative each shall provide the Independent Auditor with their respective determinations of (A) the Closing Working Capital Amount and (B) the Closing Transaction Expenses. The Independent Auditor, acting as an expert not an arbitrator, shall consider and make a determination of only those items and amounts in Buyer’s and the Sellers’ Representative’s respective determinations that are identified to the Independent Auditor as being items and amounts to which Buyer and the Sellers’ Representative have been unable to agree, and in all instances, the Independent Auditor’s determinations (such determinations, the “Independent Auditor’s Determinations”) must be within the range asserted by Buyer and the Sellers’ Representative. The Independent Auditor (who shall have executed a confidentiality agreement in form and substance reasonably satisfactory to Buyer) shall have full and complete access to all internal Buyer work papers, books and records and all additional information of Buyer reasonably necessary to resolve any disputed items. The Independent Auditor’s Determinations and the procedures set forth herein shall be conclusive and binding upon all parties hereto and, along with the items and amounts that Buyer and the Sellers’ Represent...
Closing Transaction Expenses. 72 Code ........................................................

Related to Closing Transaction Expenses

  • Transaction Expense Amount Upon Closing, the Company shall pay Ten Thousand and No/100 United States Dollars (US$10,000.00) to Auctus Fund Management, LLC (“Auctus Management”) to cover the Holder’s due diligence, monitoring, and other transaction costs incurred for services rendered in connection herewith (the “Transaction Expense Amount”). The Transaction Expense Amount shall be offset against the proceeds of the Note and shall be paid to Auctus Management upon the execution hereof.

  • Transaction Expenses Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers or any other holder of a Note in connection with the transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and (b) the out-of-pocket 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, by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by such Person), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

  • 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 1. 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.

  • Closing Expenses The Borrower agrees to pay or reimburse the Administrative Agent and the Lenders for all of their reasonable and documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of Xxxxxxx and Xxxxxx LLP, special counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the making of the Term Loan.

  • Termination Expenses If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 9 hereof or Section 10 hereof (except pursuant to the first clause of Section 10(i))) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Partnership to comply with the terms or fulfill any of the conditions of this Agreement, the Partnership agrees to reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith.

  • Organization Expenses Each Fund hereby agrees to reimburse the Manager for the organization expenses of, and the expenses incurred in connection with, the initial offering of Shares of that Fund.

  • 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.

  • 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.

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

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