Broken Deal Expenses means all out-of-pocket fees, costs and expenses fairly allocable to the Company (i) in developing, negotiating and structuring prospective or potential acquisitions that are not ultimately made, including any travel-related costs and expenses incurred in connection therewith (including costs and expenses of accommodations and meals, costs and expenses related to attending trade association meetings, conferences or similar meetings for purposes of evaluating potential acquisition opportunities or developing potential acquisition ideas, trends and themes within industries, sectors or geographies, and, with respect to travel on non-commercial aircraft, costs of travel at a comparable business class commercial airline rate), any deposits or down payments of cash or other property that are forfeited in connection with, or amounts paid as a penalty for not consummating, a proposed acquisition that is not ultimately made, and (ii) for diligence and other services performed by the Manager, its Affiliates, Capstone, their investment professionals, Senior Advisors, Executive Advisors or Industry Advisors in connection with their acquisition activities, including procuring, developing, implementing or maintaining information technology, data subscription and license-based services, research publications, materials, equipment and services, computer software or hardware and electronic equipment, and performing research related to acquisitions, holdings, industries, sectors, geographies or other relevant market, economic, geopolitical or similar data or trends, including risk analysis software, in each case including fees, costs and expenses of the type described in the definition of Company Expenses; provided that for the avoidance of doubt, with respect to any such diligence or other services performed by the Manager pursuant to this clause (ii), the Manager shall only be reimbursed for its out-of-pocket costs and expenses. In determining the amount of Broken Deal Expenses that may be fairly allocable to the Company and to any KKR Vehicles that may participate in acquisitions with the Company, the Manager will take into account such factors as it deems appropriate, including, for example, committed or available capital of the Company and KKR Vehicles, the amount of capital historically held or remaining in similar holdings, and the percentage of similar acquisitions in which the Company or KKR Vehicles have historically participated.
Broken Deal Expenses shall have the meaning set forth in the definition of “Fund Expenses.”
Broken Deal Expenses has the meaning set forth in the Company’s Governing Agreements.
Examples of Broken Deal Expenses in a sentence
To the extent that the amount of Broken Deal Expenses allocable to Investor Shares incurred during a period exceeds the amount of Other Fees allocable to Investor Shares received during such period, the Manager may, in its sole discretion, apply such excess amount of Broken Deal Expenses against Other Fees (as described in the preceding sentence) in subsequent periods or seek direct reimbursement of such amounts from the Company as a Company Expense.
In addition, Broken Deal Expenses may include all or a portion of fees and expenses related to proposed but unconsummated Portfolio Investments that have also been considered for investment (either alone or in conjunction with the Fund) by other New Mountain vehicles or accounts and not ultimately consummated by such vehicles or accounts.
In addition, Broken Deal Expenses may include all or a portion of such amounts related to proposed but unconsummated Portfolio Investments that have also been considered for investment (either alone or in conjunction with the Fund) by other New Mountain vehicles or accounts and not ultimately consummated by such vehicles or accounts.
The General Partner xxxxxx agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment alongside the Partnership to bear their pro rata share of any Broken Deal Expenses.
Notwithstanding the foregoing, if the Manager is required to repay any excess Broken Deal Expenses more promptly by any regulatory requirement, including, without limitation, any requirement of the Central Bank or under the Advisers Act, then it shall make such payment in the timeframe required by such regulatory requirements.
More Definitions of Broken Deal Expenses
Broken Deal Expenses means any expenses listed in Section 17(i) and (j) (ICAV Expenses) to the extent they relate to unconsummated Portfolio Investment transactions and are not reimbursed to the ICAV by another Person.
Broken Deal Expenses. As defined in Section 6.3(a)(xix).
Broken Deal Expenses means all out-of-pocket expenses incurred in connection with a potential Investment that is not ultimately made or a potential Disposition that is not actually consummated, including (i) financing and commitment fees and transaction or similar fees that become payable in connection with a potential Investment that is not ultimately consummated; (ii) legal, consulting and accounting fees and expenses; (iii) printing expenses; and (iv) any other expenses (including travel expenses) incurred in connection with the completion of due diligence with respect to such potential Investment.
Broken Deal Expenses means all fees, costs, expenses and liabilities (together with any amounts in respect of value added tax and any other relevant taxes (if any)) incurred by, or on behalf of, the Company or fairly allocable to the Company in connection with broken deals, including termination fees (or similar), hedging costs, guarantee fees and all out-of-pocket fees, costs and expenses fairly allocable (as determined by Manager in its sole discretion) to the Company: (1) in developing, negotiating and structuring prospective or potential acquisitions that are not ultimately made, including any legal, tax, accounting, advisory, financing, consulting and travel-related fees, costs and expenses incurred in connection therewith (including costs and expenses of accommodations and meals, any deposits or down payments of cash or other property that are forfeited in connection with, or amounts paid as a penalty for not consummating a proposed acquisition that is not ultimately made); and (2) for diligence and other services performed by the Manager, any other member of the EQT Firm, the Advisory Professionals and/or the EQT Industrial Advisors in connection with their acquisition activities, in each case including fees, costs and expenses of the type described in the definition of “Company Expenses,” provided that for the avoidance of doubt, with respect to any such diligence or other services performed by the Manager pursuant to this clause (2), the Manager shall only be reimbursed for its out-of-pocket costs and expenses.
Broken Deal Expenses. All out-of-pocket costs and expenses, if any, incurred by or on behalf of the Partnership, any Parallel Vehicle or any vehicle formed pursuant to Section 2.9, in developing, negotiating and structuring prospective or potential Investments which are not ultimately made, including (i) any legal, accounting, advisory, consulting or other third-party expenses in connection therewith and any travel and accommodation expenses, (ii) all fees (including commitment fees), costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed Investment that is not ultimately made, and (iii) any deposits or downpayments of cash or other property which are forfeited in connection with a proposed Investment that is not ultimately made. Business Day: A day which is not a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in Washington, D.C., New York City, or the Cayman Islands.
Broken Deal Expenses. Any costs and expenses incurred in developing, investigating, negotiating or structuring any Authorized Investment in which the Partnership does not actually invest, including legal, printing, accounting and financing fees, and fees and expenses of Consulting but excluding Reverse Break-Up Fees.
Broken Deal Expenses. All out-of-pocket costs and expenses, if any, incurred by or on behalf of the Partnership, any Parallel Vehicle or any Alternative Investment Vehicle, in developing, negotiating and structuring prospective or potential Investments, including potential Investments where co-investors were contemplated, which are not ultimately made, including (i) any legal, accounting, advisory, consulting or other third-party expenses in connection therewith and any travel and accommodation expenses, (ii) all fees (including commitment fees), costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed Investment that is not ultimately made, and (iii) any deposits or down payments of cash or other property that are forfeited in connection with a proposed Investment that is not ultimately made. For the avoidance of doubt, Broken Deal Expenses shall include the