Common use of Outstanding Company Expenses Clause in Contracts

Outstanding Company Expenses. On or prior to the Closing Date, the Company shall provide to Parent a written report setting forth a list of the following fees and expenses incurred by the Company in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, solely to the extent such fees and expenses are incurred and unpaid as of the Closing: (a) the fees and disbursements of outside counsel to the Company incurred in connection with the transactions contemplated hereby, (b) the fees and expenses of any other agents, advisors, consultants and experts employed by the Company in connection with the Merger, (c) any Change in Control Payments (all of which shall be deemed to be incurred as of the Closing for purposes of this sentence), and (d) the amount to be paid to the Holder Representative and used for payment of expenses incurred in its capacity as the Holder Representative (such amount, the “Holder Allocable Expense Amount”) (clauses (a)-(d) collectively, the “Outstanding Company Expenses”). On the Closing Date, Parent shall pay to such third parties as are directed by the Company (including the Rabbi Trusts, if appropriate), by wire transfer of immediately available funds, the Outstanding Company Expenses, except that the Outstanding Company Expenses relating to the payments required to be made under or in connection with the Transitioning Executive Agreements (including the employer portion of any employment taxes payable in respect of all such payments) shall be paid at the times provided in such agreements and in accordance with the Rabbi Trusts (where applicable) and applicable Law. No amount shall be included on the Closing Balance Sheet with respect to liabilities for the Outstanding Company Expenses paid or payable in accordance with this Section 3.8. For the avoidance of doubt, no amounts payable in connection with the repayment of the Funded Debt or any amounts in connection with any Financing or Alternative Financing shall be included in the Outstanding Company Expenses.

Outstanding Company Expenses. On or prior Prior to the Closing Date, the Company shall provide to Parent Purchaser a written report setting forth a list of the following fees and expenses incurred by the Company in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herebyhereby and thereby, solely to the extent such fees and expenses are incurred or considered incurred through the Closing and unpaid as of 11:59 p.m. Florida time on the Closingday immediately preceding the Closing Date, whether accrued for or not: (a) the fees and disbursements of outside counsel to the Company incurred in connection with the transactions contemplated herebyhereby and thereby, (b) the fees and expenses of any other agents, advisors, consultants and experts employed by the Company or the Company Subsidiary in connection with the Mergertransactions contemplated hereby and thereby, (c) any the Change in Control Payments (all of which shall be deemed to be incurred as of the Closing for purposes of this sentence)Payments, and if any, (d) the amount to be paid to 2017 Profit Sharing Plan Contribution and the Holder Representative 2018 Profit Sharing Plan Contribution, and used for payment of expenses incurred (e) the premium and associated fees in its capacity as the Holder Representative (such amount, connection with the “Holder Allocable Expense Amount”tail” policy providing directors’, officers’ and managers’ liability insurance coverage pursuant to Section 7.2(b) (the fees and expenses in the foregoing clauses (a)-(da) through (e), collectively, the “Outstanding Company Expenses”). On ; provided that to the extent such payments are (i) amounts owed to an employee as compensation for services, such amounts shall be deposited in the Company’s payroll account and Purchaser shall cause the Company to pay such amounts to the recipients in accordance with the Company’s payroll practices within five (5) days of the Closing DateDate or (ii) Taxes owed to a Governmental Authority, Parent such amounts shall be deposited with the Company, and Purchaser shall cause the Company to timely remit such amounts to the applicable Governmental Authority. Immediately prior to or commensurate with the Closing, Purchaser shall pay to such third third-parties as are directed by the Company (including Seller with written evidence of the Rabbi Trusts, if appropriate)total amount due such third party, by wire transfer of immediately available funds, funds an amount equal to the Outstanding Company Expenses, except that the Outstanding Company Expenses relating to the payments required to be made under or in connection with the Transitioning Executive Agreements (including the employer portion of any employment taxes payable in respect of all such payments) shall be paid at the times provided in such agreements and in accordance with the Rabbi Trusts (where applicable) and applicable Law. No amount shall be included on the Post-Closing Balance Sheet Statement, the Estimated Closing Date Net Working Capital or the Closing Date Net Working Capital, in each case, with respect to liabilities for the Outstanding Company Expenses paid or payable in accordance with this Section 3.83.4. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt or any amounts in connection with any Financing or Alternative Financing Amount shall be included in the Outstanding Company Expenses.

Outstanding Company Expenses. On or prior Prior to the Closing Date, the Company shall provide to Parent Acquiror a written report setting forth a list of the following fees and expenses incurred by the Company in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herebyhereby and thereby, solely to the extent such fees and expenses are incurred through the Closing and unpaid as of 11:59 p.m. Illinois time on the Closingday immediately preceding the Closing Date, whether accrued for or not: (a) the fees and disbursements of outside counsel to the Company incurred in connection with the transactions contemplated herebyhereby and thereby, (b) the fees and expenses of any other agents, advisors, consultants and experts employed by the Company or any of the Company Subsidiaries in connection with the Mergertransactions contemplated hereby and thereby, (c) any the Change in Control Payments (all of which shall be deemed to be incurred as of the Closing for purposes of this sentence)Payments, if any, and (d) the amount to be paid to the Holder Representative premium and used for payment of expenses incurred associated fees in its capacity as the Holder Representative (such amount, connection with the “Holder Allocable Expense Amount”tail” policy providing directors’ and officers’ liability insurance coverage pursuant to Section 7.2(b) (the fees and expenses in the foregoing clauses (a)-(da) through (d), collectively, the “Outstanding Company Expenses”). On ; provided that to the extent such payments are (i) amounts owed to an employee as compensation for services, such amounts shall be deposited in the Company’s or applicable Company Subsidiary’s payroll account and Acquiror shall cause the Company or applicable Company Subsidiary to pay such amounts to the recipients in accordance with the Company’s or applicable Company’s Subsidiary’s payroll practices within five (5) days of the Closing DateDate or (ii) Taxes owed to a Governmental Authority, Parent such amounts shall be deposited with the Company or applicable Company Subsidiary and Acquiror shall cause the Company or applicable Company Subsidiary to timely remit such amounts to the applicable Governmental Authority. Immediately prior to the Closing, Acquiror shall pay to such third third-parties as are directed by the Company (including Seller with written evidence of the Rabbi Trusts, if appropriate)total amount due such third party, by wire transfer of immediately available funds, funds an amount equal to the Outstanding Company Expenses, except that the Outstanding Company Expenses relating to the payments required to be made under or in connection with the Transitioning Executive Agreements (including the employer portion of any employment taxes payable in respect of all such payments) shall be paid at the times provided in such agreements and in accordance with the Rabbi Trusts (where applicable) and applicable Law. No amount shall be included on the Post-Closing Balance Sheet Statement, the Estimated Closing Date Net Working Capital or the Closing Date Net Working Capital, in each case, with respect to liabilities for the Outstanding Company Expenses paid or payable in accordance with this Section 3.83.4. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt or any amounts in connection with any Financing or Alternative Financing Amount shall be included in the Outstanding Company Expenses.

Outstanding Company Expenses. On or prior Prior to the Closing Date, the Company shall provide to Parent Acquiror a written report setting forth a list of the following fees and expenses incurred by the Company Company, which shall not include any expenses of the Seller, in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herebyhereby and thereby, solely to the extent such fees and expenses are incurred through the Closing and unpaid as of 11:59 p.m. New York time on the Closingday immediately preceding the Closing Date, whether accrued for or not: (a) the fees and disbursements of outside counsel to the Company incurred in connection with the transactions contemplated herebyhereby and thereby, (b) the fees and expenses of any other agents, advisors, consultants and experts employed by the Company or any of the Company Subsidiaries in connection with the Mergertransactions contemplated hereby and thereby, and (c) any the Change in Control Payments Payments, if any. the fees and expenses in the foregoing clauses (all of which shall be deemed to be incurred as of the Closing for purposes of this sentence), and a) through (d) the amount to be paid to the Holder Representative and used for payment of expenses incurred in its capacity as the Holder Representative (such amount, the “Holder Allocable Expense Amount”c) (clauses (a)-(d) collectively, the “Outstanding Company Expenses”). On ; provided that to the extent such payments are amounts owed to an employee as compensation for services, such amounts shall be deposited in the Company’s or applicable Company Subsidiary’s payroll account and Acquiror shall cause the Company or applicable Company Subsidiary to pay such amounts to the recipients in accordance with the Company’s or applicable Company’s Subsidiary’s payroll practices within five (5) days of the Closing Date. Immediately prior to the Closing, Parent Acquiror shall pay to such third parties as are directed by the Company (including Seller with written evidence of the Rabbi Trusts, if appropriate)total amount due such third party, by wire transfer of immediately available funds, funds an amount equal to the Outstanding Company Expenses, except that the Outstanding Company Expenses relating to the payments required to be made under or in connection with the Transitioning Executive Agreements (including the employer portion of any employment taxes payable in respect of all such payments) shall be paid at the times provided in such agreements and in accordance with the Rabbi Trusts (where applicable) and applicable Law. No amount shall be included on the Post-Closing Balance Sheet Statement, the Estimated Closing Date Net Working Capital or the Closing Date Net Working Capital, in each case, with respect to liabilities for the Outstanding Company Expenses paid or payable in accordance with this Section 3.83.4. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt or any amounts in connection with any Financing or Alternative Financing Amount shall be included in the Outstanding Company Expenses. Notwithstanding the above, Seller shall be responsible for all of its costs and expenses in negotiating the transactions contemplated by this Agreement.

Outstanding Company Expenses. On or prior Prior to the Closing Date, the Company shall provide to Parent Acquiror a written report setting forth a list of the following fees and expenses incurred by the Company in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herebyhereby and thereby, solely to the extent such fees and expenses are incurred through the Closing and unpaid as of 11:59 p.m. California time on the Closingday immediately preceding the Closing Date, whether accrued for or not: (a) the fees and disbursements of outside counsel to the Company incurred in connection with the transactions contemplated herebyhereby and thereby, (b) the fees and expenses of any other agents, advisors, consultants and experts employed by the Company or any of the Company Subsidiaries in connection with the Mergertransactions contemplated hereby and thereby, including the Exchange Agent which shall be payable upon the engagement of the Exchange Agent prior to Closing, (c) any the Change in Control Payments Payments, if any, (d) any and all of which shall be deemed amounts due from the Company or any Company Subsidiary to be incurred as of the Closing for purposes of this sentence)Xxxxxx Xxxxx, if any, and (de) the amount to be paid to the Holder Representative premium and used for payment of expenses incurred associated fees in its capacity as the Holder Representative (such amount, connection with the “Holder Allocable Expense Amount”tail” policy providing directors’ and officers’ liability insurance coverage pursuant to Section 7.2(b) (the fees and expenses in the foregoing clauses (a)-(da) through (e), collectively, the “Outstanding Company Expenses”). On Immediately prior to the Closing DateEffective Time and concurrently with the payment to the Exchange Agent of the Funding Amount, Parent Acquiror shall pay to such third third-parties as are directed by the Company (including Holder Representative with written evidence of the Rabbi Trusts, if appropriate)total amount due such third party, by wire transfer of immediately available funds, funds an amount equal to the Outstanding Company Expenses, except that the Outstanding Company Expenses relating to the payments required to be made under or in connection with the Transitioning Executive Agreements (including the employer portion of any employment taxes payable in respect of all such payments) shall be paid at the times provided in such agreements and in accordance with the Rabbi Trusts (where applicable) and applicable Law. No amount shall be included on the Post-Closing Balance Sheet Statement, the Estimated Closing Date Net Working Capital or the Closing Date Net Working Capital, in each case, with respect to liabilities for the Outstanding Company Expenses paid or payable in accordance with this Section 3.83.6. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt or any amounts in connection with any Financing or Alternative Financing Amount shall be included in the Outstanding Company Expenses.