Common use of Outstanding Company Expenses Clause in Contracts

Outstanding Company Expenses. Prior to the Closing Date, the Company shall provide to Acquiror a written report setting forth a list of the following fees and expenses incurred by the 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 hereby 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 day 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 hereby 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 transactions contemplated hereby and thereby, and (c) the Change in Control Payments, if any. the fees and expenses in the foregoing clauses (a) through (c) (collectively, the “Outstanding Company Expenses”); 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, Acquiror shall pay to such third parties as are directed by the Seller with written evidence of the total amount due such third party, by wire transfer of immediately available funds an amount equal to the Outstanding Company Expenses. No amount shall be included on the Post-Closing 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 in accordance with this Section 3.4. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt 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. Prior On or prior to the Closing Date, the Company shall provide to Acquiror Parent a written report setting forth a list of the following fees and expenses incurred by the Company, which shall not include any expenses of the Seller, Company in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyhereby, 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 day immediately preceding the Closing Date, whether accrued for or notClosing: (a) the fees and disbursements of outside counsel to the Company incurred in connection with the transactions contemplated hereby and therebyhereby, (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 transactions contemplated hereby and therebyMerger, (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 (cd) the Change amount to be paid to the Holder Representative and used for payment of expenses incurred in Control Paymentsits capacity as the Holder Representative (such amount, if any. the fees and expenses in the foregoing “Holder Allocable Expense Amount”) (clauses (aa)-(d) through (c) (collectively, the “Outstanding Company Expenses”); 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 . On the Closing Date. Immediately prior to the Closing, Acquiror Parent shall pay to such third parties as are directed by the Seller with written evidence of Company (including the total amount due such third partyRabbi Trusts, if appropriate), by wire transfer of immediately available funds an amount equal to 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 Post-Closing Statement, the Estimated Closing Date Net Working Capital or the Closing Date Net Working Capital, in each case, Balance Sheet with respect to liabilities for the Outstanding Company Expenses paid or payable in accordance with this Section 3.43.8. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt Amount or any amounts in connection with any Financing or Alternative Financing 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. Prior to the Closing Date, the Company shall provide to Acquiror Purchaser a written report setting forth a list of the following fees and expenses incurred by the Company, which shall not include any expenses of the Seller, Company in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby 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. New York Florida time on the day 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 hereby 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 Subsidiary in connection with the transactions contemplated hereby and thereby, and (c) the Change in Control Payments, if any. , (d) the 2017 Profit Sharing Plan Contribution and the 2018 Profit Sharing Plan Contribution, and (e) the premium and associated fees in connection with the “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) through (c) (e), collectively, the “Outstanding Company Expenses”); 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 Purchaser 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, 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, Acquiror Purchaser shall pay to such third third-parties as are directed by the Seller with written evidence of the total amount due such third party, by wire transfer of immediately available funds an amount equal to the Outstanding Company Expenses. No amount shall be included on the Post-Closing 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 in accordance with this Section 3.4. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt 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. Prior to the Closing Date, the Company shall provide to Acquiror a written report setting forth a list of the following fees and expenses incurred by the Company, which shall not include any expenses of the Seller, Company in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby 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 Illinois time on the day 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 hereby 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 transactions contemplated hereby and thereby, and (c) the Change in Control Payments, if any. , and (d) the premium and associated fees in connection with the “tail” policy providing directors’ and officers’ liability insurance coverage pursuant to Section 7.2(b) (the fees and expenses in the foregoing clauses (a) through (c) (d), collectively, the “Outstanding Company Expenses”); 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, 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 Seller with written evidence of the total amount due such third party, by wire transfer of immediately available funds an amount equal to the Outstanding Company Expenses. No amount shall be included on the Post-Closing 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 in accordance with this Section 3.4. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt 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. Prior to the Closing Date, the Company shall provide to Acquiror a written report setting forth a list of the following fees and expenses incurred by the Company, which shall not include any expenses of the Seller, Company in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby 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 California time on the day 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 hereby 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 transactions contemplated hereby and thereby, and including the Exchange Agent which shall be payable upon the engagement of the Exchange Agent prior to Closing, (c) the Change in Control Payments, if any. , (d) any and all amounts due from the Company or any Company Subsidiary to Xxxxxx Xxxxx, if any, and (e) the premium and associated fees in connection with the “tail” policy providing directors’ and officers’ liability insurance coverage pursuant to Section 7.2(b) (the fees and expenses in the foregoing clauses (a) through (c) (e), collectively, the “Outstanding Company Expenses”); 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 ClosingEffective Time and concurrently with the payment to the Exchange Agent of the Funding Amount, Acquiror shall pay to such third third-parties as are directed by the Seller Holder Representative with written evidence of the total amount due such third party, by wire transfer of immediately available funds an amount equal to the Outstanding Company Expenses. No amount shall be included on the Post-Closing 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 in accordance with this Section 3.43.6. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt 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. Prior to the Closing Date, the Company shall provide to Acquiror Buyer a written report setting forth a list of the following fees and expenses incurred by the Company, which shall not include any expenses of the Seller, Company in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyhereby, 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 immediately prior to the day immediately preceding the Closing Date, whether accrued for or notEffective Time: (a) the fees and disbursements of outside counsel to the Company incurred in connection with the transactions contemplated hereby and therebyby this Agreement, (b) the fees fees, costs and expenses of any other agents, advisors, consultants consultants, experts, service providers and experts financial advisors employed by the Company in connection with the transactions contemplated by this Agreement, (c) all Transaction Payments and (d) all fees payable by the Company or any of its Subsidiaries (excluding, for the avoidance of doubt, payment of the Merger Consideration) to any stockholder of the Company Subsidiaries or any Affiliate of such Person in connection with this Agreement or the transactions contemplated hereby and thereby, and (c) the Change in Control Payments, if any. the fees and expenses in the foregoing clauses (a) through (c) (collectively, the “Outstanding Company Expenses”); 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 ClosingEffective Time and concurrently with the payment to the Paying Agent of the Funding Amount, Acquiror Buyer shall pay to such third parties as are directed by the Seller with written evidence Paying Agent or, in the case of Transaction Payments, to the total amount due such third partyCompany, by wire transfer of immediately available funds an amount equal to the Outstanding Company Expenses. No amount shall be included on the Post-Closing Statement, the Estimated Closing Date Net Working Capital or the Closing Date Net Working Capital, in each case, Statement with respect to liabilities for the Outstanding Company Expenses paid in accordance with this Section 3.43.6. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt Amount Indebtedness or any amounts in connection with the Committed Financing or any Alternative Financing 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.