Seller Transaction Expenses. Following the application of the Estimated Merger Consideration as contemplated by Section 2.10(b), neither the Surviving Corporation nor any of the Subsidiaries shall have any Liabilities in respect of any Seller Transaction Expenses. If any Person shall make a claim for payment of Seller Transaction Expenses (other than in respect of Final Unpaid Seller Transaction Expenses) 73 after the Effective Time, the Representative on behalf of the Fully-Diluted Stockholders, shall indemnify and hold harmless Parent and the Surviving Corporation for, from and against any such claim, including any out-of-pocket expenses incurred in connection therewith.
Seller Transaction Expenses. Not later than three (3) Business Days prior to the Closing, the Seller Representative shall deliver to the Purchaser an invoice from each third-party recipient of the Seller Transaction Expenses identified on the Estimated Closing Date Schedule. At the Closing, the Purchaser shall (on behalf of the Acquired Companies and the Blockers), or shall cause the applicable Acquired Company or Blocker to (and shall provide sufficient funds to such Acquired Company or Blocker to enable it to), pay all of the Seller Transaction Expenses identified on the Estimated Closing Date Schedule; provided, however, that with respect to any such payments to be made to current or former employees or directors of any Acquired Company or Blocker that are compensatory in nature, the Purchaser shall provide sufficient funds to the applicable Acquired Company or Blocker to enable it to make such payments, and shall cause such Acquired Company or Blocker to make such payments on the Closing Date subject to, and net of, the amount of any applicable employment, payroll and Income Tax withholdings.
Seller Transaction Expenses. (i) If the Seller Transaction Expenses, as finally determined in accordance with this ARTICLE 2, are less than the Estimated Seller Transaction Expenses, then Buyer shall pay to each Seller an amount equal to such Seller’s Pro Rata Share of such difference in accordance with Section 2.4(e).
(ii) If the Seller Transaction Expenses, as finally determined in accordance with this ARTICLE 2, are more than the Estimated Seller Transaction Expenses, then Buyer shall be entitled to collect from each Seller an amount equal to such Seller’s Pro Rata Share of such difference in accordance with Section 2.4(e).
Seller Transaction Expenses. See the listing of Seller Transaction Expenses provided by the Corporation at the Closing.
Seller Transaction Expenses. Sellers will cause each of Concrete and Geosolutions to, and each of Concrete and Geosolutions shall deliver to the Purchaser at Closing acknowledgments of payment in full of all Seller Transaction Expenses incurred through the Closing from all Persons to whom any Seller Transaction Expenses are payable.
Seller Transaction Expenses. Buyer will pay, on behalf of and for the benefit of Seller, any unpaid Seller’s Transaction Expenses in accordance with the instructions set forth in the certificate delivered at the Closing by Seller pursuant to Section 2.03(b)(iii).
Seller Transaction Expenses. No later than two business days prior to the Closing Date, Sellers shall provide the Buyer Parties with a written instruction letter setting forth, with respect to Sellers’ Indebtedness and all Seller Transaction Expenses or other amounts that Sellers request to be funded out of the Closing Cash Consideration at the Closing in accordance with Section 2.6(a): (i) the identity of each Person that is to be paid with respect thereto, (ii) the amount owed or to be owed to each such Person, and (iii) the bank account and wire transfer information for each such Person.
Seller Transaction Expenses. The Purchaser shall pay the Seller Transaction Expenses; and
Seller Transaction Expenses. The term “Seller Transaction Expenses” shall mean, to the extent unpaid as of immediately prior to the Closing, all transaction fees and expenses incurred or payable by or on behalf of the Entities and Stockholders before and through the Closing Date (and not paid prior to the Closing Date) in connection with this Agreement and the transactions contemplated hereby in accordance with this Agreement, including (i) those of all attorneys, accountants, actuaries, consultants, investment bankers (including the Broker), experts or other professionals, if any, engaged by or on behalf of the Representative, Holding, any other Entity or Stockholders in connection with this Agreement and the transactions contemplated hereby, (ii) the payment by Holding of any management change of control, sale or retention bonus or severance amounts, payments and similar obligations payable in connection with the consummation of the transactions contemplated by this Agreement, including without limitation, the Full Gain Share Amount and any additional payments owning to any Gain Share Recipient (and the employer portion of any payroll, employment or similar Taxes with respect to any such additional amounts) as a result of any adjustment to the Merger Consideration pursuant to Section 2.8, and (iii) any other amounts payable by or on behalf of the Entities or the Stockholders in connection with the consummation of the transactions contemplated hereby.
Seller Transaction Expenses. A-7 Sellers .................................................................. 1
