BRE Transaction Expenses definition
BRE Transaction Expenses means (i) all fees, expenses, costs, charges, commissions and other payments (including any bonus or success fee) incurred or otherwise payable by BRE in connection with the drafting, negotiation, execution and delivery of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated therein; (ii) all payments to accountants, lawyers, financial advisors, consultants and other advisors of BRE or any of its members, including the Blocker Corps, or any of their respective Affiliates, or otherwise in connection with the process by which BRE or its members, or their respective Affiliates, solicited or negotiated acquisition proposals from third parties prior to the execution and delivery of this Agreement; (iii) all severance, retention, “change of control,” “success” or other similar bonus payments (but excluding the Employee Success Sharing Pool Sale Participation Amount and the Employee Success Sharing Pool Sale Earnout Participation Amount) triggered as a result of the consummation of the transactions contemplated by this Agreement (including the employer portion of any payroll taxes with respect to any of the foregoing); (iv) the cost and expense of the D&O Tail; and (v) one-half (up to a maximum of $225,000) of the premiums paid in respect of the R&W Policy; with respect to all clauses (i) through (v), regardless of whether such amounts have been invoiced by any applicable service provider.