Third Party Expense Statements and Releases. With respect to any Transaction Expenses which will not have been paid in full prior to the Closing Date, at least two Business Days prior to the Closing Date, the Company shall submit to the Acquiror reasonably satisfactory documentation setting forth an itemized list of all, and amounts of all, Transaction Expenses, including the identity of each payee, dollar amounts owed, wire instructions and any other information necessary to effect the final payment in full thereof, and copies of final invoices from each such payee acknowledging the invoiced amounts as full and final payment for all services rendered to the Company or its Subsidiaries (and as of the Effective Time, the Surviving Corporation) (the “Transaction Expenses Payoff Instructions”). At or prior to the Closing, the Acquiror shall have received from each third party referred to in the Transaction Expenses Payoff Instructions a written instrument in form and substance reasonably satisfactory to the Acquiror containing a statement releasing and discharging the Company, the Surviving Corporation, the Acquiror and any of their Affiliates from any liability for any Transaction Expenses or amounts thereof not specifically referred to in the Transaction Expenses Payoff Instructions.
Third Party Expense Statements and Releases. Prior to the Closing, the Seller shall have delivered to Purchaser an invoice duly executed by each payee referred to in the Preliminary Closing Statement in form and substance reasonably satisfactory to Purchaser in which the payee shall agree that upon payment of the amounts specified in the Preliminary Closing Statement, all obligations of the Company and the Other Seller Subsidiaries to such payee to date shall be repaid, discharged and extinguished in full.
Third Party Expense Statements and Releases. With respect to any Transaction Expenses which will not have been paid in full prior to the Closing Date, at least two Business Days prior to the Closing Date, the Company shall submit to Acquiror reasonably satisfactory documentation setting forth an itemized list of all, and amounts of all, Transaction Expenses, including the identity of each payee, dollar amounts owed, wire transfer instructions and any other information reasonably necessary to effect the final payment in full thereof and, with respect to Transaction Expenses described in clause (i) of the definition thereof, copies of final invoices from each such payee acknowledging the invoiced amounts as full and final payment for all services rendered to the Company (and as of the Effective Time, the Surviving Corporation) (the “Transaction Expenses Payoff Instructions“).
Third Party Expense Statements and Releases. With respect to any Transaction Expenses which will not have been paid in full on or prior to the Closing Date, at least two Business Days prior to the Closing Date, the Company shall submit to the Parent reasonably satisfactory documentation setting forth an itemized list of all, and amounts of all, Transaction Expenses, including the identity of each payee, dollar amounts owed, wire instructions and any other information necessary to effect the final payment in full thereof, and copies of final invoices from duly executed by such payee acknowledging the invoiced amounts as full and final payment for all services rendered to the Company or its Subsidiaries (and as of the Effective Time, the Surviving Corporation) and that all obligations of the Company or its Subsidiaries (and as of the Effective Time, the Surviving Corporation) to such payee to date that constitute Transaction Expenses shall be repaid, discharged and extinguished in full (the “Transaction Expenses Payoff Instructions”).
Third Party Expense Statements and Releases. The Parent shall have received from each third party referred to in the Schedule of Expenses a written instrument in form and substance reasonably satisfactory to the Parent containing (i) the bxxx for the aggregate unpaid fees and expenses of such party incurred by the Company as of the Closing Date (and stating the amount of previously paid fees and expenses) that are or may be characterized as Transaction Expenses hereunder and (ii) a statement releasing and discharging the Parent, Sub, the Company, the Surviving Corporation and any of their Affiliates from any liability for any Transaction Expenses or amounts thereof not specifically referred to in the Schedule of Expenses.
Third Party Expense Statements and Releases. With respect to any Transaction Expenses which will not have been paid in full prior to the Closing Date, at least two (2) Business Days prior to the Closing Date, DUG shall submit to Xxxxx-Xxxxxx documentation setting forth an itemized list of all, and amounts of all, such Transaction Expenses, including the identity of each payee, dollar amounts owed, wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”).
Third Party Expense Statements and Releases. The Acquiror shall have received from each third party referred to in the Schedule of Expenses a written instrument in form and substance reasonably satisfactory to the Acquiror containing (i) the invoice for the aggregate unpaid fees and expenses of such party incurred by the Company as of the Closing Date (and stating the amount of previously paid fees and expenses) that are or may be characterized as Company Transaction Expenses hereunder and (ii) a statement releasing and discharging the Acquiror, First-Step Merger Sub, Second-Step Merger Sub, the Company, the Interim Surviving Corporation, the Final Surviving Entity, and any of their Affiliates from any liability for any Company Transaction Expenses or amounts thereof not specifically referred to in the Schedule of Expenses.
Third Party Expense Statements and Releases. The ILOG Group shall have received from each third party referred to in the Schedule of Expenses a written instrument in form and substance reasonably satisfactory to the ILOG Group containing (i) the xxxx for the aggregate unpaid fees and expenses of such party incurred by the Company as of the Closing Date (and stating the amount of previously paid fees and expenses) that are or may be characterized as Transaction Expenses hereunder and (ii) a statement releasing and discharging the ILOG Group and any of its Affiliates (including the Company) from any liability for any Transaction Expenses;
Third Party Expense Statements and Releases. With respect to any Transaction Expenses listed on the Preliminary Closing Statement that will not have been paid in full prior to the Closing Date, at least two Business Days prior to the Closing Date, the Company shall submit to Parent reasonably satisfactory documentation setting forth an itemized list of all, and amounts of all, Transaction Expenses, including the identity of each payee, dollar amounts owed, wire instructions and any other information necessary to effect the final payment in full thereof (including a Form W-9 or applicable Form W-8, if requested by Parent) (the “Transaction Expenses Payoff Instructions”).
