Parent Transaction Expenses Sample Clauses

Parent Transaction Expenses. The aggregate amount of Parent Transaction Expenses shall not exceed the amount set forth on Section 7.3(l) of the Parent Disclosure Schedules.
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Parent Transaction Expenses. The Sponsor hereby agrees that to the extent the Parent Transaction Expenses exceed $35,000,000 (the “Parent Expense Cap”), then the Sponsor shall, on the Closing Date, in its sole option, either (a) pay any such amount in excess of the Parent Expense Cap (the “Excess Amount”) to Parent in cash, by wire transfer of immediately available funds to the account designated by Parent, or (b) irrevocably forfeit and surrender to Parent (for no consideration) such number of Shares (valued at $10.00 per share) held by the Sponsor that would, in the aggregate, have a value equal to such Excess Amount and such Shares shall thereupon be cancelled by Parent and no longer be outstanding. If Sponsor elects to forfeit Shares, Sponsor shall execute and deliver to Parent a stock power duly endorsed in blank with all required stock transfer tax stamps affixed, together with such other documentation as reasonably requested by Parent, necessary to effect such forfeiture. For the avoidance of doubt, Parent shall, on the Closing Date, pay all Parent Transaction Expenses (including the Excess Amount).
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Parent Transaction Expenses. Without limitation on Section 5.06(b), Section 6.08(c) or Section 6.11, and subject to Section 6.10(e) Parent shall be solely responsible for payment of any fees and expenses incurred by or on behalf of it or its Affiliates in connection with the transactions contemplated hereby or otherwise required by applicable Law, including that Parent shall be solely responsible for any fees or expenses incurred by or at the direction of Parent or any of its Affiliates (including to the extent incurred by or at the direction of Parent or any of its Affiliates in connection with the transactions contemplated hereby, including the financing thereof, or otherwise for the purpose of obtaining any third party consents). This Section 6.03 shall not apply to Company Transaction Expenses, which shall be taken into account in the calculation of Merger Consideration and otherwise subject to Section 2.05.
Sample 1
Parent Transaction Expenses. Sponsor hereby agrees that to the extent the Parent Transaction Expenses shall exceed an amount equal to $46,000,000 (collectively, the “Parent Expense Cap”), then, Sponsor shall, prior to the Effective Time, in its sole option, either (a) pay any such amount in excess of the Parent Expense Cap to Parent in cash, by wire transfer of immediately available funds to the account designated by Parent, or (b) forfeit to Parent (for no consideration) such number of shares of Parent Common Stock (valued at $10.00 per share of Parent Common Stock) held by Sponsor that would, in the aggregate, have a value equal to such amount in excess of the Parent Expense Cap; provided, that if the Company shall consent in writing to Parent Transaction Expenses in excess of the Parent Expense Cap, then the Parent Expense Cap shall be increased by the amount of Parent Transaction Expenses to which the Company shall have provided written consent; provided, further, that if Sponsor shall elect to forfeit shares of Parent Common Stock and the number of shares of Parent Common Stock available for forfeiture pursuant to this Section 4 shall be insufficient to satisfy Sponsor’s obligations under this Section 4, then Sponsor shall, prior to the Effective Time, satisfy any such additional in cash.
Sample 1
Parent Transaction Expenses. If the accrued and unpaid Parent Transaction Expenses exceeds $10,000,000 (the “Parent Expense Cap”), then, immediately prior to the Closing, Sponsor shall, at Sponsor’s election, (a) forfeit a number of shares of Parent Class B Stock (in addition to the Forfeited Founder Shares and with each share of Parent Class B Stock valued at $10 per share) that would, in the aggregate, have a value equal to the amount of the Parent Transaction Expenses minus the Parent Expense Cap (the “Overage”); or (b) pay, or cause to be paid, the Overage by wire transfer of immediately available funds in U.S. dollars to an account designated by the Company in writing.
Sample 1

Related to Parent Transaction Expenses

  • Transaction Expenses Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided. The Company will pay, and will save each Purchaser and each other Holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder in connection with its purchase of the Notes).

  • Liquidation and Acquisition Expenses The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  • Acquisition Expenses Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or development of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums.

  • Organization Expenses All expenses incurred in connection with organization of the Company will be paid by the Company.

  • Termination Expenses Termination Expenses are in addition to compensation for Basic and Supplemental Services, and are full compensation for all damages and expenses which are directly or indirectly attributable to termination. Termination Expenses are applicable only to a termination for convenience by Owner and shall be computed as a percentage of the total compensation for Basic Services and Supplemental Services earned to the time of termination, as follows: .1 Twenty (20%) percent of the total compensation for Basic and Supplemental Services earned to the date of termination, if termination occurs before or during the schematic design phase; or .2 Ten (10%) percent of the total compensation for Basic and Supplemental Services earned to the date of termination, if termination occurs during the design development phase; or .3 Five (5%) percent of the total compensation for Basic and Supplemental Services earned to the date of termination, if termination occurs during any subsequent phase.

  • Collection Expenses The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

  • Liquidation Expenses Expenses that are incurred by the Master Servicer or a Servicer in connection with the liquidation of any defaulted Mortgage Loan and that are not recoverable under the applicable Primary Mortgage Insurance Policy, if any, including, without limitation, foreclosure and rehabilitation expenses, legal expenses and unreimbursed amounts, if any, expended pursuant to Sections 9.06, 9.16 or 9.22.

  • Litigation Expenses If either party successfully seeks to enforce any provision of this Agreement or to collect any amount claimed to be due under it, this party will be entitled to reimbursement from the other party for any and all of its out-of-pocket expenses and costs including, without limitation, reasonable attorneys' fees and costs incurred in connection with the enforcement or collection.

  • Payment of valuation expenses Without prejudice to the generality of the Borrowers’ obligations under Clauses 21.2, 21.3 and 22.3, the Borrowers shall, on demand, pay the Agent the amount of the fees and expenses of any Approved Broker or other expert instructed by the Agent under this Clause 15 and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause 15.

  • Transaction Fees The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), F.S. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida.

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