Reimbursement of Transaction Expenses. The Investor shall promptly inform the Company of the aggregate amount of Transaction Expenses incurred through the Initial Closing (the “Initial Closing Transaction Expenses”), and shall provide documentation, reasonably satisfactory to the Company, of such Initial Closing Transaction Expenses. Within three Business Days after receipt of such documentation, the Company shall reimburse the Investor, by wire transfer of immediately available funds, in an amount equal to the aggregate amount of Initial Closing Transaction Expenses, which shall not exceed $900,000.
Reimbursement of Transaction Expenses. If this Agreement is terminated pursuant to Section 7.01(a) or, if the condition set forth in Section 6.01(a) has then been satisfied, by Buyer pursuant to Section 7.01(b)(ii), then ABI shall reimburse Buyer as promptly as practicable (but in any event no later than the third Business Day following such termination), by wire transfer of immediately available funds, for the Transaction Expenses, except to the extent that the principal cause of such termination shall have been the failure of Buyer to perform in all material respects its obligations hereunder or consummate the transactions contemplated by this Agreement.
Reimbursement of Transaction Expenses. Lebanon Mutual agrees to pay to MTS on the Effective Date the sum of $2,400,000 to reimburse and compensate MTS for (i) the payment of the Transaction Expenses and (ii) assuming the risk related to the payment of all Transaction Expenses in the event the Conversion and the Offerings are not consummated. Lebanon Mutual agrees that if Lebanon Mutual terminates this Agreement or otherwise abandons the Plan of Conversion for any reason other than pursuant to Section 8.1, Section 8.2 or Section 8.3, then Lebanon Mutual will reimburse MTS for all Transaction Expenses incurred by MTS to the date that Lebanon Mutual notifies MTS in writing that Lebanon Mutual is terminating this Agreement or otherwise abandoning the Plan of Conversion.
Reimbursement of Transaction Expenses. The Wize Subsidiaries, and to the extent applicable, Wize, shall be reimbursed (or shall reimburse itself) for all Transaction Expenses incurred thereby from the LO2A Consideration (or, in the case of the Post-Closing LO2A Investment of up to US$300,000, from its own resources); provided, however, that the Wize Subsidiaries and, to the extent applicable, Wize shall provide the Holders’ Representative with a report including all Transaction Expenses to be reimbursed or offset (with copies of invoices and reasonable explanation of the nature of each expense).
Reimbursement of Transaction Expenses. If this Agreement shall terminate and the transactions contemplated hereby shall not be consummated, each of the Contributing Parties shall, within 10 business days following date of the receipt of the Transaction Expense Accounting, make such payments to the Holding Company and/or the other Contributing Party as set forth in the Transaction Expense Accounting in accordance with its respective Transaction Expense Share (it being understood and agreed that the obligations of each of the Contributing Parties to pay its Transaction Expense Share in respect of Transaction Expenses under this Section 3.3 shall survive the termination of this Agreement).
Reimbursement of Transaction Expenses. Seller agrees to reimburse Purchaser up to an aggregate of $50,000 for the expenses incurred by Purchaser related to the transactions contemplated by this Agreement, inclusive of financial advisory, legal, accounting and other third party diligence fees, change in control payments, or other expenses incurred by Purchaser in connection with the transactions contemplated by this Agreement. Such reimbursement shall be made to Purchaser by Seller promptly following the furnishing by Purchaser to Seller of adequate records and other documentary evidence for the substantiation of such expenditures.
Reimbursement of Transaction Expenses. Bioblast shall be reimbursed (or shall reimburse itself) for all Transaction Expenses incurred by Bioblast from: (x) funds in the possession of Bioblast immediately before the Closing Date, and (y) funds to be withheld, offset or otherwise retained by Bioblast in accordance with Section 2.5(a), provided, however, that Bioblast shall provide the Holders’ Representative with a report including all Transaction Expenses to be reimbursed (with copies of invoices and reasonable explanation of the nature of each expense) and provide the Holders’ Representative a reasonable opportunity to contest any of such expenses in advance of actual reimbursement thereof.
Reimbursement of Transaction Expenses. Parent, Skynet and PSP may each submit to Holdco invoices for the reimbursement thereto of any Transaction Expenses incurred by such party (whether incurred before or after the Telesat Closing), not paid directly by Holdco as provided in Section 3.1(b) above. Such invoices shall be promptly paid by Holdco upon its review and approval thereof, which approval, in any case, shall not be unreasonably withheld, delayed or conditioned. Holdco shall also repay as of the Telesat Closing any and all promissory notes issued by Holdco to Parent and PSP to fund the payment by Parent and PSP of Transaction Expenses prior to the Telesat Closing.
Reimbursement of Transaction Expenses. (a) On the First Closing Date, the Obligors shall pay to the Collateral Agent, for distribution to the First Closing Investors for reimbursement, as applicable, an amount equal to (i) the total reasonable costs and expenses incurred by Collateral Agent, the Investors and their Affiliates in connection with the First Closing, including, without limitation, all reasonable legal and due diligence costs, up to a maximum of Three Hundred Thousand Dollars ($300,000) (“Expense Cap”), less (ii) One Hundred Thousand Dollars ($100,000) paid by the Company to the Collateral Agent, for distribution to the First Closing Investors for reimbursement, as applicable, upon the execution of the Summary of Terms on October 21, 2020 by such parties (“Expense Deposit”) (which, if any, shall be referred to as the “First Closing Excess Expenses”). Notwithstanding anything to the contrary contained herein and for the avoidance of doubt, the Expense Deposit paid by the Company to the Collateral Agent in clause (ii) above is non-refundable (and neither the Collateral Agent nor any Investors shall have any obligation to return any of the $100,000 to either Obligor) regardless of whether or not the transactions contemplated hereby are consummated or any sale of Notes occurs pursuant to this Agreement.
(b) On the earlier of (i) the date on which the aggregate principal amount of all Second Closing Notes actually issued and sold by the Company to the Investors pursuant to Section 2.1(b), and (ii) the Trading Day after the Subsequent Closing Deadline, the Obligors shall pay to the Collateral Agent, for distribution to the Second Closing Investors in proportion to the principal amount set forth across from such Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors, an amount equal to (x) the total reasonable costs and expenses incurred by the Collateral Agent, the Investors and their Affiliates in connection with the transactions contemplated by the Agreement, including, without limitation, all reasonable legal and due diligence costs, up to the Expense Cap, less (y) the Expense Deposit, and less (z) any First Closing Excess Expenses paid by the Company to the Collateral Agent at the First Closing pursuant Section 4.2(a) above (which, if any, shall be referred to as the “Second Closing Excess Expenses”).
Reimbursement of Transaction Expenses.
10.1. A Transferred Employee who sells a residence at the former location and buys a residence (or land upon which to build a residence), as a result of the transfer to the new location, will be reimbursed for Transaction Expenses.
10.2. Such Transaction Expenses will include:
10.2.1. Professional costs and disbursements of a solicitor or registered conveyancing company;
10.2.2. Stamp duty on the purchase;
10.2.3. Real estate agent commission on the sale of former residence;
10.2.4. Registration fees on transfers and mortgages on the residence, or the land and a house erected on the land;
10.2.5. Stamp duty paid in respect of any mortgage entered into or the discharge of mortgage in connection with transactions for the sale and purchase.
10.3. Transaction expenses will only be paid where the sale and purchase are completed up to 2 years after any relocation.
10.4. Other than for stamp duty as detailed in subclause 10.5 of this clause, a maximum property value of $520,000 per property for sale and purchase will determine the limit of Transaction Expenses paid to a Transferred Employee.
10.5. Stamp duty will be paid in full where occupation of the residence occurs within fifteen months from the date of commencement at the new location. Where occupation of the residence occurs after 15 months but within 2 years from the date of commencement at the new location, reimbursement of stamp duty will not exceed the property value of $520,000.
10.6. Transaction Expenses will be paid where the sale and purchase transactions are completed no earlier than 6 months prior to commencing work at the new location.
10.7. The Managing Director may consider payment of transaction expenses on a sale and/or purchase of a residence more than 2 years after relocation, if satisfied there is good reason. The Transferred Employee must provide full details of why the sale and/or purchase could not be completed within the 2 year period.
10.8. A Transferred Employee who does not sell a residence at the former location, but buys a residence at the new location (or land upon which to build a residence), shall be entitled to reimbursement for Transaction Expenses outlined in this clause, provided the Transferred Employee enters into occupation within 15 months of transfer to the new location.
