Closing Date Expenses means amounts due in respect of actions taken on or before the Closing Date or in connection with the closing of the transactions contemplated by this Agreement, including without limitation (i) the Closing Fees to be paid by the Borrower to PNC on the Closing Date in accordance with the applicable Fee Letter; (ii) the Structuring Fee to be paid by the Borrower to the Structuring Agent on the Closing Date in accordance with the applicable Fee Letter; (iii) the Facility Agent Fee to be paid by the Borrower to PNC on the Closing Date in accordance with the applicable Fee Letter; and (iv) the accrued, documented and invoiced fees and expenses in connection with the transactions contemplated hereby, including, without limitation, those of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Facility Agent and the Lender(s), of Xxxxxxxx & Xxxxxxxx LLP, counsel to the Borrower and of Xxxxx Peabody LLP, counsel to the Collateral Agent.
Closing Date Expenses means amounts due in respect of actions taken on or before the Original Closing Date or in connection with the closing of the transactions contemplated by this Agreement, including without limitation (i) the fees to be received by Natixis on or prior to the Original Closing Date pursuant to the Engagement Letter dated as of March 29, 2012, as amended to date, between H.I.G. Whitehorse Management, LLC and Natixis North America LLC; (ii) the accrued fees and expenses in connection with the transactions contemplated hereby, including, without limitation, those of (A) Ashurst LLP, counsel to the Facility Agent and the Lender(s), (B) Sidley Austin LLP, counsel to DBRS and (C) Cxxxxxx and Cxxxxx LLP, counsel to the Collateral Agent; and (iii) the fees to be received by DBRS on or prior to the Original Closing Date pursuant to the Engagement Letter dated as of April 18, 2012 between H.I.G. Whitehorse Holdings, LLC and DBRS.
Closing Date Expenses means amounts due in respect of actions taken on or before the Closing Date or in connection with the closing of the transactions contemplated by this Agreement, including without limitation (i) the fees, if any, to be received by Natixis Securities Americas LLC on or prior to the Closing Date pursuant to the Engagement Letter; (ii) the accrued fees and expenses in connection with the transactions contemplated hereby, including, without limitation, those of external counsel to the Facility Agent, the Collateral Agent, the Borrower and the Lender as of the Closing Date; and (iii) the fees to be received by DBRS on or prior to the Closing Date in connection with the closing of the transactions contemplated by this Agreement.
Examples of Closing Date Expenses in a sentence
On the Determination Date relating to the first Payment Date following the Closing Date, all funds remaining in the Closing Expense Account after payment of the Closing Date Expenses on or prior to such Determination Date shall be deposited in the Interest Collection Account as Interest Proceeds and/or the Principal Collection Account as Principal Proceeds, as directed by the Collateral Manager, and the Closing Expense Account will be closed.
On any Business Day from the Closing Date to and including the Determination Date relating to the first Payment Date following the Closing Date, the Collateral Agent shall apply funds from the Closing Expense Account, as directed by the Collateral Manager or the Borrower, to pay all Closing Date Expenses.
Except for the payment of Closing Date Expenses payable in connection with the Closing Date as contemplated in Section 3.01(l), it (or the Collateral Agent on its behalf) shall not disburse any amounts from the Interest Collection Account, Principal Collection Account or Payment Account other than in accordance with the Priority of Payments.
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On the Determination Date relating to the initial Payment Date following the Original Closing Date, all funds remaining in the Closing Expense Account after payment of the Closing Date Expenses on or prior to such Determination Date were deposited in the Collection Account as Interest Proceeds.
More Definitions of Closing Date Expenses
Closing Date Expenses means amounts due in respect of actions taken on or before the Original Closing Date or in connection with the
Closing Date Expenses means the aggregate amount of any and all fees and expenses incurred by or on behalf of, or paid or to be paid directly by, the Company or any the Other Seller Subsidiaries or any Person that the Company or any of the Other Seller Subsidiaries pays or reimburses or is otherwise legally obligated to pay or reimburse (including any such fees and expenses incurred by or on behalf of the Seller) in connection with the process of selling the Company or the negotiation, preparation or execution of this Agreement or the Ancillary Agreements or the performance or consummation of the transactions contemplated hereby or thereby, including (i) all fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors and any other experts in connection with the transactions contemplated hereby (including any process run by or on behalf of the Company in connection with such transactions); (ii) any fees and expenses associated with obtaining necessary or appropriate waivers, consents, or approvals of any Governmental Body or third parties on behalf of the Company or any of the Other Seller Subsidiaries in connection with the transactions contemplated hereby; (iii) any fees or expenses associated with obtaining the release and termination of any Encumbrances in connection with the transactions contemplated hereby (including any process run by or on behalf of the Company in connection with such transactions); (iv) all brokers’, finders’ or similar fees in connection with the transactions contemplated hereby (including any process run by or on behalf of the Company in connection with such transactions); (v) any change of control payments, bonuses, severance, termination, or retention obligations or similar amounts payable in the future or due by the Company or any of the Other Seller Subsidiaries in connection with the transactions contemplated hereby, including any employment, payroll or other Taxes payable in connection therewith; (vi) 50% of cost of the HSR filing fees for both parties’ filings; and (vii) costs and premiums payable for the Tail Insurance.
Closing Date Expenses means amounts due in respect of actions taken on or before the Closing Date or in connection with the closing of the transactions contemplated by this Agreement, including without limitation (i) the Upsize Fee to be paid by the Borrower to the Lenders or the Structuring Agent, as applicable, on any Incremental Commitment Effective Date, in accordance with the related fee letter; (ii) any fees to be paid by the Borrower to the Structuring Agent on the Closing Date in accordance with the applicable Fee Letter; (iii) the Facility Agent Fee to be paid by the Borrower to PNC in accordance with the applicable Fee Letter; and (iv) the accrued fees and expenses in connection with the transactions contemplated hereby, including, without limitation, those of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Facility Agent and the Lender(s), of Milbank LLP, counsel to the Borrower and of Xxxxx Xxxxxxx LLP, counsel to the Collateral Agent.
Closing Date Expenses means amounts due in respect of actions taken on or before the Closing Date or the First A&R Closing Date, as applicable, or in connection with the closing of the transactions contemplated by this Agreement, including without limitation (i) the Upsize Fee to be paid by the Borrower to the Lenders or the Structuring Agent, as applicable, on the First A&R Closing Date or any Incremental Commitment Effective Date, in accordance with the related fee letter; (ii) any fees to be paid by the Borrower to the Structuring Agent on the First A&R Closing Date in accordance with the applicable Fee Letter; (iii) the Facility Agent Fee to be paid by the Borrower to PNC in accordance with the applicable Fee Letter; and (iv) the accrued fees and expenses in connection with the transactions contemplated hereby, including, without limitation, those of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Facility Agent and the Lender(s), of Milbank LLP, counsel to the Borrower and of Xxxxx Xxxxxxx LLP, counsel to the Collateral Agent.
Closing Date Expenses. Section 3.6(a)
Closing Date Expenses means amounts due in respect of actions taken in anticipation of and in connection with the closing of the transactions contemplated by this Agreement.
Closing Date Expenses means amounts due in respect of actions taken on or before the Closing Date or in connection with the closing of the transactions contemplated by this Agreement, including without limitation (i) the fees to be received by Natixis on or prior to the Closing Date pursuant to the Engagement Letter dated as of June 24th, 2011, as amended to date, between TPG Specialty Lending, Inc. and Natixis North America LLC; (ii) the accrued fees and expenses in connection with the transactions contemplated hereby, including, without limitation, those of (A) Weil, Gotshal & Manges LLP, counsel to the