Agent Expense Amount definition

Agent Expense Amount has the meaning specified in Section 8.5. “Agent Expense Date” has the meaning specified in Section 8.5. “Agent Expense Notice” has the meaning specified in Section 8.5.
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Agent Expense Amount means the reasonable and documented fees and out-of-pocket expenses of the Agent incurred in connection with the closing of this Agreement and the other Note Documents, including Attorneys’ Fees and expenses and expenses incurred in connection with Agent’s due diligence investigation. It being understood that, unless agreed otherwise with the Issuers, the fees and expenses to be paid by the Issuer on the Closing Date shall not [***] less any amounts paid by Issuer prior to the Closing Date.
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Agent Expense Amount means, at any time, any cost, expense or other amount owed by any Borrower to any Agent under this Agreement, and not paid as of such time, including, without limitation, those owed under Sections 2.07, 2.10 and 11.04 of this Agreement.
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Examples of Agent Expense Amount in a sentence

  • If the Agent Expense Amount is received by Seller at any time after 5:00 p.m. (New York time) on the Agent Expense Date, such Agent Expense Amount shall be deemed to have been received on the next succeeding Business Day.

  • On the Closing Date, Acquiror shall deposit the Stockholders’ Agent Expense Amount in an account as directed in writing by the Stockholders’ Agent at least three (3) Business Days prior to the Closing.

  • The Sellers’ Agent shall disperse to the Sellers the remaining balance of the Sellers’ Agent Expense Amount in accordance with the allocation schedule set forth on Schedule A, as and when determined by the Sellers’ Agent in his sole discretion.

  • The Agent Expense Account shall held in and distributed in accordance with the provisions of the Escrow Agreement and be available to cover the Effective Time Holders’ Agent Expenses and such funds shall not be available to Acquirer to cover Indemnifiable Damages and no portion of the Agent Expense Amount shall constitute part of the Escrow Fund.

  • The Agent Expense Account shall held in and distributed in accordance with the provisions of the Escrow Agreement and be available to cover the Merger Consideration Recipients’ Agent Expenses and such funds shall not be available to Acquirer to cover Indemnifiable Damages and no portion of the Agent Expense Amount shall constitute part of the Escrow Fund.

  • The Agent Expense Amount shall be withheld from each Converting Holder and Management Plan Participant based on such Converting Holder’s or Management Plan Participant’s Pro Rata Share, and each Converting Holder and Management Plan Participant shall be deemed to have contributed to the Agent Expense Fund such Converting Holder’s or Management Plan Participant’s Pro Rata Share of the Agent Expense Amount, to be held by the Stockholders’ Agent pursuant to this Agreement.

  • The Escrow Amount and the Stockholders’ Agent Expense Amount shall be deducted on a pro rata basis from the Merger Consideration attributable to each share of Target Preferred Stock.

  • On the Closing Date, Acquiror shall deposit, or cause to be deposited, in the account of the Stockholders’ Agent set forth in the Spreadsheet, an amount of cash equal to the Agent Expense Amount (such funds being referred to herein as the “Agent Expense Fund”).

  • At the Effective Time, Acquirer shall deposit with the Stockholders’ Agent the Stockholders’ Agent Expense Amount (the aggregate amount of cash so held by the Stockholders’ Agent from time to time, the “Stockholders’ Agent Expense Fund”), which Stockholders’ Agent Expense Fund shall be used by the Stockholders’ Agent solely for the payment of expenses incurred by it in performing its duties in accordance with Section 8.7.

  • The Shareholders’ Agent Expense Amount shall be used by the Shareholders’ Agent for the payment of expenses incurred by it in performing its duties in accordance with Section 9.7 (the “Shareholders’ Agent Expense Fund”).


More Definitions of Agent Expense Amount

Agent Expense Amount has the meaning ascribed thereto in Section 12.12(g).
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Agent Expense Amount means an amount in cash equal to $50,000,
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Related to Agent Expense Amount

  • Expense Amount As defined in Section 11.01(b) hereof.

  • Cash Expenses means, for any period, the operating expenses for the operation of the Property as set forth in an Approved Annual Budget to the extent that such expenses are actually incurred by Borrower minus any payments into the Tax and Insurance Escrow Fund.

  • Parent Expenses (i) costs (including all professional fees and expenses) incurred by any Parent in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, the Senior Unsecured Note Indenture, or any other agreement or instrument relating to Indebtedness of the Borrower or any Subsidiary Guarantor, including in respect of any reports filed with respect to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the respective rules and regulations promulgated thereunder, (ii) an aggregate amount not to exceed $5,000,000 in any fiscal year to permit any Parent to pay its corporate overhead expenses incurred in the ordinary course of business, and to pay salaries or other compensation of employees who perform services for any Parent or for such Parent and the Borrower, provided that ABG allocates such overhead among its Subsidiaries in conformity with clause (vi) of this paragraph, (iii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its Intellectual Property and associated rights to the extent such Intellectual Property and associated rights relate to the business or businesses of the Borrower or any Subsidiary, (iv) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person, (v) other operational and tax expenses of any Parent attributable to or incurred on behalf of Holdings, the Borrower and its Subsidiaries in the ordinary course of business, including reimbursement obligations under the Letter of Credit Facilities and including obligations in respect of director and officer insurance (including premiums therefor); provided, that all operational and tax expenses of any Parent are deemed to be attributable to or incurred on behalf of the Borrower if the Borrower’s and its Subsidiaries’ activities represent substantially all of the operating activities of such Parent and all of its Subsidiaries and (vi) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Borrower or any Subsidiary Guarantor, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Borrower or the relevant Subsidiary Guarantor out of the proceeds of such offering promptly if completed.

  • Liquidity Expenses means all Liquidity Obligations other than (i) the principal amount of any Drawings under the Liquidity Facilities and (ii) any interest accrued on any Liquidity Obligations.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.