Company Transaction Costs. No later than three (3) Business Days prior to the Closing Date, the Company shall provide an estimate of the amount, in the aggregate, of all Company Transaction Costs that are to be paid or caused to be paid by Parent at Closing and shall provide Parent with a certificate setting forth (a) the identity of each Person that is to be paid at Closing; (b) the amount owed or to be owed to each such Person; and (c) the bank account and wire transfer information for each such Person.
Company Transaction Costs. Payment by Buyer to each payee of Company Transaction Costs payable by the Company by wire transfer of immediately available funds to such accounts as specified in the Company Transaction Costs Invoices (provided, that any Employee Transaction Costs shall be payable by Buyer or its applicable Affiliate (including the Company) through such applicable entity’s payroll, less any applicable withholding Taxes);
Company Transaction Costs. No later than three (3) Business Days prior to the Closing Date, all final invoices with respect to all expenses payable by the Company listed in clause (a) of the definition of Company Transaction Costs incurred prior to or upon Closing (the “Company Transaction Costs Invoices”), which Company Transaction Costs Invoices shall include the amount of Company Transaction Costs due to such payee and wire instructions; and
Company Transaction Costs. No later than three (3) Business Days prior to the Closing Date, the Company shall provide an estimate of the amount, in the aggregate, of all unpaid Company Transaction Costs as of the Effective Time and shall provide Parent with a certificate setting forth (a) the identity of each Person that is to be paid any Company Transaction Costs; (b) the amount owed or to be owed to each such Person; and (c) the bank account and wire transfer information for each such Person. The Company will not incur any Company Transaction Costs in excess of the amounts set forth in the certificate referenced in the preceding sentence.
Company Transaction Costs. No later than two (2) Business Days prior to the Closing Date, the Company shall provide an estimate of the amount, in the aggregate, of all Company Transaction Costs that are to be paid or caused to be paid by Parent on behalf of the Company and the Securityholders at Closing pursuant to Section 2.10(a)(iii) and shall provide Parent with a certificate setting forth (i) the identity of each Person that is to be paid at Closing; (ii) the amount owed or to be owed to each such Person; and (iii) the bank account and wire transfer information for each such Person.
Company Transaction Costs. No later than two Business Days prior to the Closing Date, the Company shall provide a certificate setting forth the amount, in the aggregate, of all Company Transaction Costs that have been incurred by the Company in connection with the transactions contemplated hereby and by the other Transaction Documents (the “Company Transaction Costs Certificate”). The Company Transaction Costs Certificate shall separately set forth those Company Transaction Costs that are to be paid by Parent at Closing and shall provide Parent with (a) the identity of each Person that is to be paid at Closing; (b) the amount owed or to be owed to each such Person; and (c) the bank account and wire transfer information for each such Person.
Company Transaction Costs. The Company will use commercially reasonable efforts to limit the legal expenses incurred in connection with the transactions contemplated hereby to the fees and expenses of Paul, Hastings, Jxxxxxxx & Wxxxxx LLP, the fees and expenses of counsel for the lenders under the Senior Credit Agreement incurred in connection with the payoff of Debt under the Senior Credit Agreement as contemplated by Section 2.13(a), and any legal fees incurred in connection with (A) any Waivers solicited in connection with the Senior Subordinated Notes or the PIK Notes as contemplated by Sections 2.13(b)(i) or (c)(i) and (B) the RSA Amendment.
Company Transaction Costs. The Company Transaction Costs do not exceed $12,500,000.
Company Transaction Costs. New Section 8.01(t). A new Section 8.01(t) shall be added to the Merger Agreement, which shall read in its entirety as follows:
Company Transaction Costs. The aggregate amount of all fees, costs and expenses of the Company and its subsidiaries actually incurred in connection with this Agreement and the consummation of the transactions contemplated hereby, including, without limitation the Offer, the Merger, and the agreements and actions contemplated in Article 5 hereof, including any investment banking, accounting, advisory, brokers, finders, printers or legal fees or fees paid to any Government Entity or other third party (but excluding the costs set forth in Section 3.23 of the Disclosure Letter that are deemed not to be transaction costs for purposes of this Section 3.23), do not, and will not as of the Expiration Date, exceed $1,550,000.
