Payments at Closing for Expenses Sample Clauses

Payments at Closing for Expenses. As of the Closing Date, Parent and MergerCo shall provide sufficient funds to the Surviving Corporation to enable the Surviving Corporation to pay all Company Expenses that have not been paid on or prior to the Closing Date.
Sample 1
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Payments at Closing for Expenses. Subject to the terms and conditions of this Agreement, as of the Closing, Parent and MergerCo shall cause the Surviving Corporation to pay all outstanding fees and expenses of the Company and each of its Subsidiaries in connection with the negotiation and the consummation of the transactions contemplated by this Agreement (including any and all fees and expenses owed to Xxxxxx Xxxxxxxx & Co. and Xxxxxxx Brothers Management Corp.) that have not been paid on or prior to the Closing Date (the “Company Expenses”), to the extent such amounts are deducted from the Merger Consideration otherwise payable at the Closing pursuant to Section 2.1(d)(iii)(B).
Sample 1
Payments at Closing for Expenses. As of the Closing Date, Parent and MergerCo shall provide sufficient funds to the Company to enable the Company to pay any outstanding legal, financial advisory, investment banking, accounting and other fees and expenses incurred by the Company in connection with the negotiation, preparation and execution of this Agreement and the performance or consummation of the Merger (the “Company Transaction Expenses”) that have not been paid on or prior to the Closing Date.
Sample 1
Payments at Closing for Expenses. As of the Closing Date, Parent and Buyer shall provide funds to the Company and Shareholder (as appropriate) in an amount equal to the amount of (and which shall be used to pay) all outstanding fees and expenses of the Shareholder, the Company and each of its Subsidiaries in connection with the negotiation and the consummation of the transactions contemplated by this Agreement that have not been paid on or prior to the Closing Date (the “Company Expenses”). Payment of such Company Expenses shall serve as a reduction to the Total Consideration pursuant to Section 2.1(a) above.
Sample 1
Payments at Closing for Expenses. At the Effective Time, Buyer shall fund the Surviving Corporation cash in an amount equal to the Company Transaction Expenses payable at the Closing which have not been paid at or prior to the Closing. “Company Transaction Expenses” means, to the extent unpaid prior to the Closing and only to the extent not otherwise taken into account in the calculation of the Merger Consideration or any component thereof, without duplication, (a) all legal, financial advisory, investment banking, accounting and other fees and expenses incurred by the Company, its stockholders and the Stockholders’ Representative at or prior to the Closing (including those which become due and payable on or after the Closing Date pursuant to Contracts entered into by or on behalf of the Company prior to the Closing) in connection with this Agreement or the negotiation and consummation of the Contemplated Transactions (or any other sale or strategic review process); (b) any assignment, change of control or similar fees expressly payable as a result of the execution or delivery of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, including any stay or retention, change of control, transaction or similar bonuses, compensation, incentive or severance payments, equity or equity-based compensation arrangement or other similar payment to be made to any employee (and the employer portion of any payroll, employment or similar Taxes associated with any of the foregoing payments) arising as a result of, or in connection with, the execution or delivery of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby[***]; (c) any fees, costs, expenses and other Liabilities incurred (or that would be incurred or made) as a result of the settlement of any Contract with a Related Party or account that is required to be terminated or settled pursuant to Section ‎5.19, 50% of all fees and expenses payable to the Escrow Agent and amounts expressly identified herein as a Company Transaction Expense; and (d) the employer portion of any payroll, employment or similar Taxes associated with any compensatory amounts (including to Employee Optionholders in respect of Employee Options) paid or payable by Buyer or the Company or the Surviving Company in connection with the Merger. At the Effective Time, but effective as of immediately prior to the Closing, Buyer shall caus...
Sample 1
Payments at Closing for Expenses. At the Closing, Buyer shall cause the Surviving Corporation to pay all outstanding fees and expenses of the Company, its Subsidiaries and the Stockholders’ Representative in connection with the negotiation and the consummation of the transactions contemplated by this Agreement, including, without limitation, those expenses which are payable to Xxxxxxx and to Evercore Partners Inc., and which have not been paid on or prior to the Closing Date. All such fees and expenses, whether paid on or prior to the Closing Date, shall be hereinafter referred to as the “Company Transaction Expenses”.
Sample 1
Payments at Closing for Expenses. As of the Closing Date, Acquirer and Target each shall provide sufficient funds to enable the consummation of the transactions contemplated by this Agreement that have not been paid on or prior to the Closing Date (the “Expenses”).
Sample 1
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Payments at Closing for Expenses. Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent invoices and payment instructions from the payees of any Unpaid Transaction Expenses. At the Effective Time, Parent shall fund the Surviving Corporation with cash in an amount equal to the Unpaid Transaction Expenses or pay the Unpaid Transaction Expenses, on behalf of the Company, in accordance with such invoices and payments instructions. In the event Parent funds the Surviving Corporation with cash to repay any Unpaid Transaction Expenses pursuant to the preceding sentence, at the Effective Time, the Surviving Corporation shall cause all Unpaid Transaction Expenses to be paid in full.
Sample 1
Payments at Closing for Expenses. No later than three business days prior to the Closing Date, the Company shall provide Purchaser with a statement of all outstanding fees and expenses of the Company and each of its Subsidiaries in connection with the negotiation and the consummation of the transactions contemplated hereby that have not been paid (such fees and expenses, other than the Transaction Bonuses and Option Payments, the "Company Expenses"). At the Closing, Purchaser and Merger Sub shall provide sufficient funds to the Surviving Corporation to enable the Surviving Corporation to, and shall cause the Surviving Corporation to, pay the Company Expenses and the Transaction Bonuses.
Sample 1

Related to Payments at Closing for Expenses

  • Liability for expenses (a) The Developer must pay its own and the City’s expenses incurred in negotiating, executing, registering, releasing, administering and enforcing this document. (b) The Developer must pay for all reasonable costs and expenses associated with the preparation and giving of public notice of this document and the explanatory note prepared in accordance with the Regulations and for any consent the City is required to provide under this document.

  • Indemnification for Expenses of A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section ‎27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

  • Reimbursement for Expenses Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

  • INDEMNIFICATION FOR EXPENSES OF A WITNESS Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

  • Responsibility for Expenses Lessee shall, at Xxxxxx's sole cost and expense, pay all necessary expenses incident to Xxxxxx's use of the Property.

  • Indemnification for Expenses as a Witness Notwithstanding any other provision of this Agreement except for Section 26 hereof, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

  • Transfer Expenses Before a transfer takes place the terms under which such transfer is to occur shall be agreed between the employee and the employer and recorded in writing. For:

  • Closing Fees On the Effective Date, the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders, the upfront fees due to the Lenders as heretofore agreed.

  • Indemnification for Expenses in Enforcing Rights To the fullest extent allowable under applicable law, the Company shall also indemnify against, and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 4, any Expenses actually and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company. However, in the event that Indemnitee is ultimately determined not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced under this Section 5 shall be repaid. Indemnitee shall be required to reimburse the Company in the event that a final judicial determination is made that such action brought by Indemnitee was frivolous or not made in good faith.

  • Compensation and Expense Reimbursement A. Client will pay the Company, as compensation for the services provided for in this Agreement and as reimbursement for expenses incurred by Company on Client's behalf, in the manner set forth in Schedule A annexed to this Agreement which Schedule is incorporated herein by reference. B. In addition to the compensation and expense reimbursement referred to in Section 2(A) above, Company shall be entitled to receive from Client a "Transaction Fee", as a result of any Transaction (as described below) between Client and any other company, entity, person, group or persons or other party which is introduced to, or put in contact with, Client by Company, or by which Client has been introduced to, or has been put in contact with, by Company. A "Transaction" shall mean merger, sale of stock, sale of assets, consolidation or other similar transaction or series or combination of transactions whereby Client or such other party transfer to the other, or both transfer to a third entity or person, stock, assets, or any interest in its business in exchange for stock, assets, securities, cash or other valuable property or rights, or wherein they make a contribution of capital or services to a joint venture, commonly owned enterprise or business opportunity with the other for purposes of future business operations and opportunities. To be a Transaction covered by this section, the transaction must occur during the term of this Agreement or the one year period following the expiration of this Agreement. The calculation of a Transaction Fee shall be based upon the total value of the consideration, securities, property, business, assets or other value given, paid, transferred or contributed by, or to, the Client and shall equal 5% of the dollar value of the Transaction. Such fee shall be paid by certified funds at the closing of the Transaction.

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