Company Transaction Expenses. At least three (3) business days prior to the Closing Date, Sellers shall deliver to the Buyer for each Company a schedule (the “Company Transaction Expense Schedule”) that contains a complete and accurate statement of the amount of such Company’s Transaction Expenses, together with wire transfer instructions for the payment of all the Company’s Transaction Expenses that will be unpaid as of the Closing Date. At the Closing, Buyer shall (on behalf of the Companies and Sellers), or Sellers shall cause each Company to (and shall provide sufficient funds to such Company to enable it to), pay all Company Transaction Expenses set forth on the Company Transaction Expense Schedule in accordance with the payment instructions set forth in the Company Transaction Expense Schedule.
Company Transaction Expenses. Simultaneously with the Closing, by wire transfer of immediately available funds on behalf of the Company and its Subsidiaries, the Company shall pay, or Parent shall cause the Surviving Corporation to pay, the Company Transaction Expenses in accordance with wire transfer instructions provided (no later than two (2) Business Days prior to the Closing Date) by each payee thereof.
Company Transaction Expenses. Except as contemplated by Section 3.1(b)(ii), immediately prior to the Effective Time, Parent shall pay, on behalf of the Company, the Company Transaction Expenses by wire transfer of immediately available funds to such Persons as indicated on the Company Transaction Expenses Statement, such amounts to be accepted as payment in full by such Persons for all services rendered in connection with the transactions contemplated by this Agreement or in connection with any similar transaction with any Person other than Parent.
Company Transaction Expenses. H&H Group shall pay and discharge all Company Transaction Expenses, and Buyer, Newco, the Company and the Sold Subsidiaries shall have no Liability for any Company Transaction Expenses.
Company Transaction Expenses. Prior to the Closing, the Company shall deliver to Parent a notice setting forth all legal, accounting, financial advisory, investment banking, consulting, finders and all other fees and expenses of third parties incurred or payable by or on behalf of the Company or any of its Subsidiaries in connection with the Transactions (“Company Transaction Expenses”). Parent and/or Purchaser shall pay all Company Transaction Expenses in full on the Closing Date on behalf of the Company to the appropriate payees.
Company Transaction Expenses. The Company Transaction Expenses, the Company’s Accounting Fees, the Independent Accountant Fees and the Independent Accountant Fees Excess shall be paid as follows:
(a) The Acquiror shall be entitled to reimbursement for such Company Transaction Expenses (to the extent not reflected in the Purchase Price Adjustment) solely out of the Warranty Escrow Fund. No later than three business days prior to the Closing Date, the Selling Stockholders shall deliver to the Acquiror (i) final invoices in respect of the Company Transaction Expenses from third-party service providers to whom payments are required to be made by the Company or any of the Subsidiaries, and (ii) a statement of the Company setting forth an estimate of the aggregate amount of Company Transaction Expenses (whether or not paid as of such date) as of the Closing Date. On the Closing Date prior to the Closing, the Selling Stockholders shall deliver to the Acquiror a statement of the Company setting forth the aggregate amount of Company Transaction Expenses as of the Closing Date (whether or not paid as of such date). The Selling Stockholders other than SGAM AI shall cause the Company to pay and discharge all such Company Transaction Expenses at or prior to the Closing. All final invoices shall provide that the amounts set forth therein represent payment in full for all fees and expenses payable by the Company in connection with the transactions contemplated by this Agreement.
(b) In the event the Purchase is not consummated:
(i) 50% of the Company’s Accounting Fees (and any VAT payable on it), up to a maximum amount of €200,000, shall be invoiced by the Company to the Acquiror and promptly paid by the Acquiror to the Company.
(ii) The Independent Accountant Fees and the Independent Accountant Fees Excess (and any VAT payable on them as the case may be) shall be borne directly by the Acquiror and shall not be invoiced to the Company.
Company Transaction Expenses. Simultaneously with the Closing, by wire transfer of immediately available funds, the Company Entities shall pay, or Purchaser shall pay on behalf of the Company Entities, the Company Transaction Expenses in accordance with wire transfer instructions provided by each payee thereof in the invoices described in Section 3.1(a).
Company Transaction Expenses. 1.5(a) Stockholder(s)............................................
Company Transaction Expenses. At or prior to the Closing, Progress Fuels shall, or shall cause the Companies or the Subsidiaries to, pay all Company Transaction Expenses.
Company Transaction Expenses. At the Company Merger Effective Time, Parent shall (on behalf of the Company) pay, or, to the extent the Surviving Company has sufficient immediately available funds at such time, instruct the Surviving Company to pay, all Company Transaction Expenses set forth on the statement to be delivered by the Company to Parent prior to the Closing, that are unpaid as of such time by wire transfer of immediately available funds as directed by the Company.
