Indebtedness; Transaction Expenses Clause Samples
The "Indebtedness; Transaction Expenses" clause defines the rules regarding a party's existing debts and the costs incurred in connection with a transaction. It typically outlines what types of indebtedness are permitted or must be repaid at closing, and specifies which party is responsible for paying transaction-related expenses such as legal fees, filing costs, or advisory fees. This clause ensures transparency about financial obligations and allocates responsibility for expenses, thereby preventing disputes over payment and clarifying the financial position of the parties involved.
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Indebtedness; Transaction Expenses. Horizon does not have any Indebtedness. Section 4.14 of the Horizon Disclosure Letter lists each expected payee of Horizon Transaction Expenses as of the Closing, together with an estimate of the amount of such expenses.
Indebtedness; Transaction Expenses. The Company shall pay, satisfy, and discharge prior to or at the Closing from the Cash balances of the Company (i) any and all Indebtedness of the Company so that immediately after the Closing the Surviving Corporation shall have no liability or responsibility with regard to any such Indebtedness, and (ii) any and all Transaction Expenses owed to Persons by the Company so that immediately after the Closing the Surviving Corporation shall have no liability or responsibility with regard to such Transaction Expenses. To the extent the Company’s Cash balances are insufficient to satisfy and discharge the foregoing obligations, the Securityholders’ Representative shall, as soon as practicable following the Closing, pay, satisfy and discharge the foregoing out of the Closing Consideration.
Indebtedness; Transaction Expenses. The Stockholder shall take all actions necessary for the Company and its Subsidiaries to have no Indebtedness at Closing. In addition, the Stockholder shall pay, or cause to be paid, all Transaction Expenses, it being expressly agreed that, following the Closing, none of Parent, the Company or any of its Subsidiaries shall have any Liability or obligation of any nature whatsoever therefor.
Indebtedness; Transaction Expenses. PubCo does not have any Indebtedness. Section 5.15 of the PubCo Disclosure Letter lists each expected payee of PubCo Transaction Expenses as of the Closing, together with an estimate of the amount of such expenses.
Indebtedness; Transaction Expenses. Except as set forth in Section 3.20 of the Disclosure Schedules, (i) no Acquired Company has any Indebtedness or is liable for any Indebtedness of any other Person, and (ii) no Acquired Company has any liability for any Transaction Expenses.
Indebtedness; Transaction Expenses. All Liabilities for (i) Indebtedness (except for Assumed Indebtedness for which an appropriate dollar-for-dollar deduction to the Cash Purchase Price has been made between Sellers and Purchaser pursuant to Section 3.2 hereof), and (ii) Transaction Expenses;
Indebtedness; Transaction Expenses. On or before the Closing, (a) the Selling Members shall cause the Company to pay in full (i) all Indebtedness owed by the Company to any Related Party, and (ii) all Selling Member Transaction Expenses that have then been invoiced to the Company; and (b) all Related Parties shall repay to the Company in full all Indebtedness of such Related Parties to the Company, if any. The Selling Members agree to pay all additional Selling Member Transaction Expenses that have been or shall have been incurred by the Selling Members that have not been invoiced as of the Closing Date.
Indebtedness; Transaction Expenses. The Company shall, and shall cause the other Group Companies to, pay, satisfy, and discharge prior to or at the Closing from the Cash balances of the Group Companies (i) any and all Indebtedness of the Group Companies so that immediately after the Closing none of the Group Companies shall have any liability or responsibility with regard to any such Indebtedness, and (ii) any and all Transaction Expenses owed to Persons by the Group Companies so that immediately after the Closing none of the Group Companies shall have any liability or responsibility with regard to such Transaction Expenses.
Indebtedness; Transaction Expenses. The Company shall, and shall use commercially reasonable efforts to cause the other Group Companies to, pay, satisfy, and discharge prior to or at the Closing from the Cash balances of the Group Companies (i) any and all Indebtedness of the Group Companies so that immediately after the Closing none of the Surviving Corporation or the other Group Companies shall have any liability or responsibility with regard to any such Indebtedness, and (ii) any and all Transaction Expenses owed to Persons by the Company so that immediately after the Closing the Surviving Corporation shall have no liability or responsibility with regard to such Transaction Expenses; provided, however, the preceding sentence shall not apply to the Pending Litigation Matter, which shall be satisfied in accordance with the requirements and timing of an Order and/or a final and binding settlement that terminates the Pending Litigation Matter including an Order dismissing the Pending Litigation Matter with prejudice.
Indebtedness; Transaction Expenses. At the Closing, Purchaser shall cause all Indebtedness, including any accrued and unpaid interest thereon, owed to either Seller or any of their Affiliates (the principal amount of which the Sellers represent is, as of the date hereof, US$40 million, and will be, as of the Closing Date, US$40 million, and the interest rate on which the Sellers represent is, as of the date hereof, five percent (5%) per annum, and will be, through the Closing Date, five percent (5%) per annum) to be paid in full. At the Closing, the Sellers shall pay or cause to be paid in full all Transaction Expenses incurred after the Effective Date but not yet paid (other than by causing payment from, or otherwise using funds of, the Companies or any Subsidiary). At the Closing, the Sellers shall reimburse the Purchaser for all Transaction Expenses paid by the Companies or any Subsidiary after the Effective Date (other than by causing payment from, or otherwise using funds of, the Companies or any Subsidiary).