Common use of Third Party Expense Statements and Releases Clause in Contracts

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, 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, 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 (and as of the Effective Time, the Surviving Corporation) (the “Transaction Expenses Payoff Instructions“). Prior to the Closing, the Company shall have delivered to Parent an invoice duly executed by each payee referred to in the Transaction Expenses Payoff Instructions in form and substance reasonably satisfactory to Parent in which the payee shall agree that, upon payment of the amounts specified in the Transaction Expenses Payoff Instructions, all obligations of the Company (and as of the Effective Time, the Surviving Corporation) 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 on or prior to the Closing Date, at least two (2) Business Days prior to the Closing Date, the Company Sellers shall submit to Parent the Buyer 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 (and as of the Effective Time, the Surviving Corporation) or its Subsidiaries (the “Transaction Expenses Payoff Instructions“”). Prior to the Closing, the Company Sellers shall have delivered to Parent the Buyer an invoice duly executed by each payee referred to in the Transaction Expenses Payoff Instructions in form and substance reasonably satisfactory to Parent the Buyer in which the payee shall agree that, that upon payment of the amounts specified in the Transaction Expenses Payoff Instructions, all obligations of the Company (and as of the Effective Time, the Surviving Corporation) its 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 (2) one Business Days Day prior to the Closing Date, the Company shall submit to Parent reasonably satisfactory documentation setting forth the Buyer an itemized list of all, and amounts of all, Transaction Expenses, including the identity of each payee, dollar amounts owed, wire instructions (if any or address to send the check to) 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 (and as of or its Subsidiaries in connection with the Effective Time, transactions contemplated herein up to the Surviving Corporation) anticipated Closing Date (the “Transaction Expenses Payoff Instructions“”). Prior to the Closing, the Company shall have delivered to Parent the Buyer an invoice duly executed by each payee referred to in the Transaction Expenses Payoff Instructions in form and substance reasonably satisfactory to Parent in which the payee shall agree that, that upon payment of the amounts specified in the Transaction Expenses Payoff Instructions, all obligations of the Company (and as of the Effective Time, the Surviving Corporation) its Subsidiaries to such payee to date incurred in connection with the transactions contemplated herein shall be repaid, discharged and extinguished in full.