Payoff of Acquisition Expenses Sample Clauses

Payoff of Acquisition Expenses. At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Merger Sub confirmatory evidence in form and substance reasonably satisfactory to Parent with respect to each Acquisition Expense set forth on the Allocation Certificate. On the Closing Date but after the Effective Time, Parent shall pay the Acquisition Expenses that are due and payable in connection with the Closing, as applicable.
Sample 1
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Payoff of Acquisition Expenses. On or before the Closing Date but prior to the Effective Time, the Company shall have fully paid and satisfied all Acquisition Expenses that are or may become due and payable in connection with the Closing, as set forth on the statement of Acquisition Expenses, other than Acquisition Expenses to be paid out of the Cash Reserve as noted on the statement of Acquisition Expenses. To the extent any Acquisition Expenses remain unpaid or become due and payable after the Effective Time, other than Acquisition Expenses to be paid out of the Cash Reserve as noted on the statement of Acquisition Expenses, the Holder Representative shall fully pay and satisfy, or cause to be fully paid and satisfied, all such amounts when due and neither the Parent nor the Surviving Corporation shall have any liability or obligation with respect thereto.
Sample 1
Payoff of Acquisition Expenses. On the Closing Date, the Company shall deliver to IntraLinks payoff letters or other confirmatory evidence, in each case in form and substance reasonably satisfactory to IntraLinks with respect to each Acquisition Expense set forth on the Allocation Certificate. On the Closing Date but after the Effective Time, IntraLinks or an IntraLinks Affiliate shall pay or cause the Surviving Corporation to pay the Unpaid Acquisition Expenses that are due and payable in connection with the Closing as set forth on the Allocation Certificate and the payoff letters or other confirmatory evidence, as applicable.
Sample 1

Related to Payoff of Acquisition Expenses

  • Transaction Expenses Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a 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, any Guaranty 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, any Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, or by reason of being a holder of any Note; (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Guaranty Agreement; 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, that such costs and expenses under this clause (c) shall not exceed $3,000. 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 each Purchaser 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, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) 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, due to (a) any failure of any representation or warranty of the Company in this Agreement to be true and correct in all material respects on the date as of which made and at the time of the Closing (except, in each case, to the extent any representation or warranty expressly relates to a different date, in which case as of such different date) or (b) any failure by the Company to perform or comply in all material respects with any covenant or agreement contained in this Agreement.

  • 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.

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