Buyer Transaction Expenses definition

Buyer Transaction Expenses has the meaning set forth in Section 8.5(b).

Buyer Transaction Expenses means any fees, costs and expenses incurred by the Buyer relating to the Subject Transactions (whether incurred prior to or after the date hereof), including fees and disbursements of counsel, financial advisors, consultants, accountants, actuaries and other advisors.

Buyer Transaction Expenses means the out-of-pocket -------------------------- expenses and fees incurred by Holdings and its affiliates in connection with the transactions contemplated by the Merger Agreement, including but not limited to, fees payable to banks, investment banking firms and other financial institutions, and their respective agents and counsel, and fees of counsel, accountants, financial printers, advisors, experts and consultants to Holdings and its affiliates. Investors agrees that it shall cause Holdings or its subsidiaries to reimburse the Executive Group for Management Transaction Expenses if the transactions contemplated by the Merger Agreement are consummated.

Examples of Buyer Transaction Expenses in a sentence

• Except as expressly provided herein, if this Agreement is terminated in accordance herewith, then Seller shall pay the Company Transaction Expenses and Buyer shall pay the Buyer Transaction Expenses.

• Except as expressly provided herein, at the Closing, (a) Seller shall pay the Company Transaction Expenses and (b) Buyer shall pay the Buyer Transaction Expenses.

• At the Closing, the Buyer shall deliver (or cause to be delivered) payment of the Purchase Price less the Buyer Transaction Expenses to the Seller by wire transfer of immediately available funds to one or more accounts specified by the Seller on Exhibit A.

• Except as otherwise provided herein or the other Transaction Agreements, each Party shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants; provided, that if the Closing occurs, Buyer shall pay at or promptly after Closing, all Buyer Transaction Expenses and all Company Transaction Expenses.

• At least three (3) Business Days prior to the Closing Date, the Buyer shall provide to the Company a statement setting forth the Buyer’s good faith estimate of the Buyer Transaction Expenses as of the Closing Date, together with reasonable supporting documentation thereof.

More Definitions of Buyer Transaction Expenses

Buyer Transaction Expenses means the amount of reasonable fees and expenses incurred by Buyer in connection with the consummation of the transactions contemplated by this Agreement, including reasonable, documented, out-of-pocket fees and expenses incurred in connection with Buyer’s confirmatory due diligence and the Transaction Documents.

Buyer Transaction Expenses means the fees, costs and expenses incurred by the Buyer in connection with the transactions contemplated by this Agreement and the other Transaction Documents.

Buyer Transaction Expenses is defined in ‎Section 10.2.

Buyer Transaction Expenses means all accrued fees, costs and expenses of Buyer incurred prior to and through the earlier of (a) the Closing Date, and (b) the termination of this Agreement in accordance with Section 11.01, including in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements, the performance and compliance with all Transaction Agreements and conditions contained herein to be performed or complied with at or before Closing, and the consummation of the Transactions, including the fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of Buyer, whether paid or unpaid prior to the Closing.

Buyer Transaction Expenses means all costs and expenses incurred by or on behalf of the Buyer in connection with the preparation, execution and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, all fees and out of pocket expenses of all of Buyer’s Representatives, including attorneys, accountants, and financial advisors, and HSR Act filing fees.

Buyer Transaction Expenses means, without duplication, all of the fees, expenses and other costs incurred by or on behalf of the Buyer or any of its Affiliates in anticipation of, in connection with, or otherwise related to, the Transactions, including (a) any Transfer Taxes payable by the Buyer pursuant to Section 7.03 and any VAT payable by the Buyer pursuant to Section 7.05, (b) all of the fees, expenses and other costs of legal counsel, investment bankers, brokers, accountants and other representatives and consultants engaged by the Buyer or its Affiliates, and (c) fifty percent (50%) of all filing fees payable in connection with any filings or submissions required under any merger control or foreign investment filing or submission made by or on behalf of the Parties in connection with the Transactions (but, for the avoidance of doubt, in no event shall the Buyer be responsible for any attorneys’ fees or costs and expenses of other third-party advisors incurred or payable by the Seller in connection with any regulatory filings or submissions with Governmental Authorities contemplated hereunder).

Buyer Transaction Expenses means reasonable and documented out-of-pocket legal and other agreed professional fees incurred by Buyer in connection with the negotiation and preparation of this Agreement which in no event shall exceed $500,000 in the aggregate minus the aggregate amount of $68,000 in Buyer Transaction Expenses previously paid by Seller or the Company or any of their Subsidiaries or Affiliates prior to the date of this Agreement.