Payments at Closing for Transaction Expenses of the Company Sample Clauses

Payments at Closing for Transaction Expenses of the Company. At least two (2) Business Days prior to the Closing, the Company shall deliver to the Buyer a statement setting forth the Company’s good faith estimate of the Transaction Expenses as of the end of the Closing Date (the “Estimated Transaction Expenses”). Such statement shall indicate the Estimated Transaction Expenses to be paid by Buyer at Closing and at the Closing, (i) Buyer shall pay, or cause to be paid, such Estimated Transaction Expenses of the type described in clause (i)(B) of the definition of Transaction Expenses through the payroll of the Surviving Company and (ii) Buyer shall pay in full all of the other Estimated Transaction Expenses of the type described in clause (i) of the definition of Transaction Expenses by wire transfer of immediately available funds to the applicable Persons set forth on such statement.
Sample 1
AutoNDA by SimpleDocs
Payments at Closing for Transaction Expenses of the Company. At least three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser a statement setting forth the Company’s good faith estimate of the Transaction Expenses as of the Effective Time. Such statement shall indicate the Transaction Expenses to be paid by Purchaser at Closing. Purchaser shall pay, or cause to be paid, (a) at the Closing, all of the Transaction Expenses described in clause (i) or (iii) of the definition thereof by wire transfer of immediately available funds to the applicable Persons set forth on such statement and (b) the remaining Transaction Expenses, by the date on which such payments are due in accordance with the terms of such payments as in effect immediately prior to the Closing through the payroll provider of the Acquired Companies.
Sample 1
Payments at Closing for Transaction Expenses of the Company. At Closing, (a) the Company shall repay (or cause to be repaid), to the extent of their Cash and Cash Equivalents after giving effect to their payment obligation pursuant to Section 3.5(a), the Transaction Expenses as set forth in a certificate (the “Expense Certificate”) and (b) the Buyer shall repay (or cause to be repaid) the excess of (x) the Transaction Expenses set forth in the Expense Certificate over (y) the Company’s Cash and Cash Equivalents after giving effect to their payment obligation pursuant to Section 3.5(a), in each case (clauses (a) and (b)), by wire transfer of immediately available funds to the applicable parties set forth on such Expense Certificate. Such Expense Certificate shall be delivered by the Company to Buyer on the Closing Date and shall include copies of all invoices (or if no invoice is available, a statement of amount) in respect of the Transaction Expenses indicating to whom payments are required to be made by the Acquired Companies and the accounts to which such payments should be made. Any Transaction Expenses that are not reflected on the Expense Certificate shall be included as a current liability in the Closing Working Capital (unless such Transaction Expenses are otherwise accounted for in the calculation of the Merger Consideration).
Sample 1
Payments at Closing for Transaction Expenses of the Company. At Closing, Buyer shall repay in full the Transaction Expenses described on Schedule 3.5 hereof by wire transfer of immediately available funds to the applicable parties set forth on such schedule.
Sample 1

Related to Payments at Closing for Transaction Expenses of the Company

  • Transaction Expense Amount Upon Closing, the Company shall pay Ten Thousand and No/100 United States Dollars (US$10,000.00) to Auctus Fund Management, LLC (“Auctus Management”) to cover the Holder’s due diligence, monitoring, and other transaction costs incurred for services rendered in connection herewith (the “Transaction Expense Amount”). The Transaction Expense Amount shall be offset against the proceeds of the Note and shall be paid to Auctus Management upon the execution hereof.

  • Transaction Expenses Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers or any other holder of a Note in connection with the transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and (b) the out-of-pocket 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, by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by such Person), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

  • Termination Expenses If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 9 hereof or Section 10 hereof (except pursuant to the first clause of Section 10(i))) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Partnership to comply with the terms or fulfill any of the conditions of this Agreement, the Partnership agrees to reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith.

  • 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.

  • Liquidation and Acquisition Expenses 1. 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.

  • 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.

  • Payment of Transaction Expenses The Parties acknowledge the payment by the Partnership, in connection with the transactions contemplated hereby and by the Registration Statement, of estimated transaction expenses in the amount of approximately $2.3 million (exclusive of the Underwriters’ Spread and the Structuring Fee).

  • Certain Expenses The Company shall pay on demand all expenses incurred by the Holder, including reasonable attorneys' fees and expenses, as a consequence of, or in connection with (x) any amendment or waiver of this Note or any other Transaction Document, (y) any default or breach of any of the Company’s obligations set forth in the Transaction Documents and (z) the enforcement or restructuring of any right of, including the collection of any payments due, the Holder under the Transaction Documents, including any action or proceeding relating to such enforcement or any order, injunction or other process seeking to restrain the Company from paying any amount due the Holder.

  • Termination Fees and Expenses (a) The Company agrees that:

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise.

Time is Money Join Law Insider Premium to draft better contracts faster.