Transaction Fees and Expenses Sample Clauses

Transaction Fees and Expenses. Each party hereto shall bear such costs, fees and expenses as may be incurred by it in connection with this Agreement and the transactions contemplated hereby.

Transaction Fees and Expenses. 51 ----------------------------- Notices ..................................................................51 ------- Amendment ................................................................52 --------- Waiver ...................................................................52 ------ Governing Law ............................................................52 ------------- Jurisdiction .............................................................52 ------------ Remedies .................................................................53 -------- Severability .............................................................53 ------------ Further Assurances .......................................................53 ------------------ Assignment ...............................................................53 ---------- Binding Effect ...........................................................53 -------------- No Third Party Beneficiaries .............................................53 ---------------------------- Entire Agreement .........................................................53 ---------------- Headings .................................................................54 -------- Counterparts .............................................................54 ------------ Bulk Sales Law ...........................................................54 -------------- SIGNATURES...................................................................55 Schedules ---------- Schedule A Addresses for the Transferor and the Shareholders Schedule 3.4 Asset Allocation Schedule 5.2 Options, Warrants Etc. Schedule 5.4(b) Governmental Consents and Approvals Schedule 5.4(c) Non-Governmental Consents and Approvals Schedule 5.4(d) Certain Licenses Schedule 5.5 Financial Statements Schedule 5.6 Material Adverse Change Schedule 5.8 Litigation; Compliance with Laws; Licenses Schedule 5.9(a) Employee Benefit Plans Schedule 5.9(b) Employee Benefit Plans subject to Title IV of ERISA Schedule 5.10(b) Leases; Site Issues Schedule 5.11(a) Intellectual Property; Rights of Ownership Schedule 5.12(a) Liens Schedule 5.12(b) Fixed Assets Ledger Schedule 5.12(c) Capital Budget Schedule 5.13(a) Material Contracts Schedule 5.13(b) Defaults Schedule 5.13(c) Other Contracts Schedule 5.14(a) Subchapter S elections Schedule 5.14(b) Tax Proceedings Schedule 5.16 Environmental Matters Schedule 5.20 Service and Product Liability Claims Schedule 5.21 Warranties and Returns Policies; Product Failures...

Transaction Fees and Expenses. Each party shall pay all of its own costs and expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby. In the event that this Agreement does not proceed to Closing as a result of any willful breach of this Agreement or the Transaction Framework Agreement by any of the Company or the Key Shareholders, the Company shall bear all documented third party costs and expenses incurred by or on behalf of the Purchaser in the preparation of the agreements(s) and all other documents up to a maximum aggregate amount of US$1,500,000. In the event that this Agreement does not proceed to Closing as a result of any willful breach of this Agreement or the Transaction Framework Agreement by the Purchaser, the Purchaser shall bear all documented third party costs and expenses incurred by or on behalf of the Company in the preparation of the agreements(s) and all other documents up to a maximum aggregate amount of US$1,500,000. In the event that the Company commits any breach of Section 4.6, the Company shall pay to the Purchaser, within three Business Days after written demand therefor, an amount equal to three times the aggregate amount of costs and expenses incurred by the Purchaser in connection with the negotiation, execution, delivery and performance of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby.

Transaction Fees and Expenses. (a) In the event the Closing occurs, each party shall be responsible for its own fees and expenses incurred in connection with this Agreement. (b) In the event that this Agreement is terminated pursuant to Section 9.3, each party shall be responsible for its own fees and expenses incurred in connection with this Agreement.

Transaction Fees and Expenses. In consideration for Transaction Services performed from the Effective Date for the Company or the Beneficiary Affiliates, the Company hereby agrees to pay (or to procure that any one or more Beneficiary Affiliates shall pay), the following transaction fees (collectively, the “Transaction Fees”): (a) In connection with the consummation of the Acquisition and transactions consequential thereon, the Company agrees to pay (or shall procure that any one or more of the Beneficiary Affiliates shall pay) a transaction fee in an aggregate amount equal to fifteen million United States Dollars (US$15,000,000) plus VAT (if applicable). In addition, the Company will reimburse the Advisor or its designee, by wire transfer of immediately available funds on the Effective Date, for its reasonable travel expenses and other reasonable out of pocket fees and expenses (including without limitation the fees and expenses of accountants, attorneys and other advisors retained by the Advisor) incurred in connection with the investigation, negotiation, and consummation of the Acquisition. (b) In connection with (i) the consummation of each acquisition (other than the Acquisition) including, without limitation, any share, asset or debt purchase, (ii) the consummation of each divestiture including, without limitation, any share, asset or debt divestiture, (iii) the provision of advice to management regarding each transaction that results in a Change of Control of the Company or any Beneficiary Affiliate, and/or (v) debt or equity financing, by, of or involving the Company or any Beneficiary Affiliates, the Company agrees to pay (or shall procure that a Beneficiary Affiliate shall pay), to the extent lawfully permitted, an aggregate transaction fee in an amount equal to one percent (1%) of the aggregate consideration for such transaction (in each case, whether such transaction is by way of merger, purchase or sale of stock or other securities, purchase or sale or other disposition of assets or debt, recapitalization, reorganization, consolidation, tender offer, public offering, or otherwise and whether consummated directly by the Company and/or any of the Beneficiary Affiliates or indirectly by, of or involving any of their respective equity owners or corporate parents), plus VAT in each case where it is applicable. All Transaction Fees shall be paid by wire transfer in cash or other immediately available funds to the account(s) designated by the Advisor.

Transaction Fees and Expenses. Each party hereto shall bear all costs incurred by it in connection with this Agreement arid the transactions contemplated hereby. Notwithstanding the foregoing, AAI shall reimburse IH for all reasonable and necessary travel and other business related expenses incurred by JH in connection with the performance of JH's agreements hereunder, provided that such expenses shall be subject to prior approval by AAI which approval will not be unreasonably withheld or delayed. Such expenses shall be reimbursed within thirty (30) days after the submission by fl of appropriate documentation with respect thereto. Reimbursable expenses include, without limitation, business class airfare (unless otherwise mutually agreed), lodging in hotels of mutually acceptable quality, meals, ground transportation, gratuities and mutually agreed upon hotel expenses.

Transaction Fees and Expenses. In the event that the Company shall determine that it is advisable for the Company or any of its subsidiaries to hire a financial advisor, consultant, investment bank or any similar agent in connection with any transaction that could result in a Change in Control, acquisition, disposition or divestiture, spin-off, split-off, recapitalization, issuance of securities (including, without limitation, any Qualified Public Offering), financing (whether debt or equity financing) or any similar transaction by or involving the Company or its subsidiaries, the Company shall notify Valcon of such determination in writing. Promptly thereafter, upon the request of Valcon, the Company and Valcon shall negotiate in good faith to agree upon appropriate services, additional compensation and indemnification from the Company and/or one or more of its subsidiaries, as applicable, to hire Valcon, its Affiliates or the Sub-Contractors for such services on terms and conditions customary for transactions of similar size and scope.

Transaction Fees and Expenses. Each party shall be responsible for its own fees and expenses (including any Tax) incurred in connection with this Agreement.

Transaction Fees and Expenses. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not incur, or cause to be incurred, aggregate Transaction Fees (as defined below) in excess of $10,000,000. For purposes of this Section 8.16, "Transaction Fees" shall mean the fees and disbursements of the Company's legal counsel and financial advisors that are incurred in connection with the preparation, negotiation, execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated hereby, except that any legal costs and expenses incurred solely in connection with complying with the HSR Act (including, without limitation, complying with any "second request" made thereunder) shall be excluded from the calculation of such costs and expenses.

Transaction Fees and Expenses. On or after the Closing Date, other than as set forth on Schedule 1.01(C), pay fees to or reimburse the costs and expenses of the Company’s third party advisors and their respective Affiliates and sub agents in connection with the transactions contemplated to occur on the Effective Date and the completion of the post-closing matters described in Section 5.03, including, but not limited to, investment advisory fees, quality of earnings and fairness opinion costs, legal costs, tax advisory costs and insurance costs, in an amount greater than $350,000.