CHB Transaction Expenses definition
CHB Transaction Expenses means, as of the time of determination, without duplication, the aggregate amount equal to (a) all out-of-pocket fees, expenses, costs, charges, payments and expenditures incurred by a CHB Company or for which a CHB Company is liable in connection with this Agreement or the consummation of the transactions contemplated hereby, whether to be incurred or accrued on, after or prior to the Closing, whether or not invoiced (including any fees, costs, expenses, payments and expenditures of legal counsel, accountants, brokers, financial advisors, investment bankers or similar Persons), solely to the extent unpaid as of immediately prior to the Closing and required to be paid or reimbursed by any of the CHB Companies on or after the Closing; (b) the amount of severance, retention, any change in control, transaction expenses, incentive, success or other bonus payments or similar amounts incurred or accrued by a CHB Company to current or former directors or employees of a CHB Company upon the consummation of the transactions contemplated by this Agreement or that are otherwise made at the discretion of the Contributor (provided such discretion is explicitly permitted under the Contributor Disclosure Schedules or otherwise with the prior written approval of the Company) or similar amounts payable and all other compensatory payments, in each case, payable by a CHB Company as a result of the execution of this Agreement and/ or in connection with the transactions contemplated by this Agreement (or in the case of severance payments that become payable to a current or former employee upon voluntary cessation of service, whether or not actually paid or payable at the time of Closing), other than, in each case, any such payments payable as a result of any action (including a resulting termination or constructive termination) taken by the Company or any other Group Company or by the Contributor or CHB Company following the Closing; provided that, for the avoidance of doubt, the CHB Transaction Expenses do not include bonuses or other compensation paid to employees in the ordinary course consistent with past practices; (c) the amount of any change in control fees, termination fees or similar payments that are required to be paid by CHB Company pursuant to the terms of any Contract with customers, suppliers, lenders, vendors, landlords or any other party as a result of the consummation of the transactions contemplated hereby, other than, in each case, any such payments payable...
CHB Transaction Expenses means, as of the time of determination, without duplication, the aggregate amount equal to (a) all out-of-pocket fees, expenses, costs, charges, payments and expenditures incurred by a CHB Company or for which a CHB Company is liable in connection with this Agreement or the consummation of the transactions contemplated hereby, whether to be incurred or accrued on, after or prior to the Closing, whether or not invoiced (including any fees, costs, expenses, payments and expenditures of legal counsel, accountants, brokers, financial advisors, investment bankers or similar Persons), solely to the extent unpaid as of immediately prior to the Closing and required to be paid or reimbursed by any of the CHB Companies on or after the Closing; (b) the amount of severance, retention, any change in control, transaction expenses, incentive, success or other bonus payments or similar amounts incurred or accrued by a CHB Company to current or former directors or employees of a CHB Company upon the consummation of the transactions contemplated by this Agreement or that are otherwise made at the discretion of the Contributor (provided such discretion is explicitly permitted under the Contributor Disclosure Schedules or otherwise with the prior written approval of the Company)