Consent Costs definition

Consent Costs means the direct and indirect financial cost (whether through the payment of consent, waiver or other fees, the reimbursement of out-of-pocket costs and expenses of any person or any change in financial terms of the Indenture or the Credit Agreement, as applicable) to the New Investor or its affiliates or the Company or any of its subsidiaries incurred or payable in connection with obtaining requisite approval of the Indenture Amendments and the Bank Amendments, as applicable; provided that Consent Costs shall not include (1) the reasonable fees and expenses of any dealer manager/solicitation agent for the consent solicitation in respect of the Indenture Amendments, (2) reimbursements of the reasonable out-of-pocket expenses of the Credit Agreement Parties (other than the Company and its affiliates) payable pursuant to the terms of the Credit Agreement, as in effect on the date hereof, (3) the reimbursement of the reasonable out-of-pocket expenses of the Trustee incurred in connection with the Indenture Amendments, (4) the payment of reasonable fees and expenses of the New Investor in connection with the transactions contemplated hereby or by the Primary Share Purchase Agreement and (5) the payment of reasonable fees and expenses for counsel to the Company, the Special Committee of the Company and Sellers in connection with the transactions contemplated hereby or by the Primary Share Purchase Agreement.

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Consent Costs means any liabilities, damages, losses, penalties, expenses or costs incurred in connection with obtaining any consents, waivers or amendments described in Section 5.14 (but not including the fees, costs and expenses of a party’s advisors, accountants or counsel related thereto which shall in be paid in all events by such party) including the net present value (using a 10% discount rate) of any future economic impact resulting in connection with such consents, waivers or amendments.

Consent Costs has the meaning set forth in the Purchase Agreement.

Examples of Consent Costs in a sentence

The costs of Services to which the Pass-Through Billing method applies shall, subject to Section 3.01(c) and (d), be equal to the aggregate amount of the third-party costs and expenses incurred (which costs shall include but not be limited to adjustments for attributable rebates and Third Party Consent Costs) by any Service Provider Party on behalf of the Service Recipients.
The costs of Services to which the Pass-Through Billing method applies shall, subject to Section 3.01(c) and (d), be equal to the aggregate amount of the third-party costs and expenses incurred (which costs shall include but not be limited to adjustments for attributable rebates and Third-Party Consent Costs) by any Service Provider Party on behalf of the Service Recipients.
For the sake of clarity, Audiovox shall not have any obligation to incur Consent Costs.
The Providing Party shall pay such Consent Costs directly to the relevant third party.
The Consent Costs incurred in connection with obtaining the Bank Amendments, shall be reasonably acceptable to the New Investor based upon the estimates of the likely Consent Costs provided prior to the date hereof by the financial advisors to the New Investor and the financial advisors to the Sellers and the Company.
Thereafter, on a monthly basis, Worldspan shall be entitled to withdraw from the Escrow Account (i) amounts equal to any Software Consent Costs paid by Worldspan, and (ii) amounts equal to [**].
After the amount of such deductible has been exceeded, Buyer will promptly reimburse Seller for 50% of Other Consent Costs.
Any Consent Costs incurred before or after the Closing in connection with any such approvals, consents, amendments or waivers, whenever obtained, shall be paid fifty percent (50%) by the Purchaser and fifty percent (50%) by the Shareholders; provided, however, that the aggregate amount of Consent Costs paid or payable by the Shareholders pursuant to this Section 5.14 shall not exceed $2,000,000.
Subject to Buyer’s obligation to pay for all Financing Consent Costs (other than Seller’s Share), Seller shall diligently and reasonably cooperate with Buyer in Buyer’s efforts to obtain the Financing Consents, including, without limitation, providing, upon request, current Property information to the Lender on a timely basis.
Horizon OP shall reimburse the Sun Parties for all liabilities, out-of-pocket costs and expenses (other than Consent Costs and increased liability for income Taxes) reasonably incurred by the Sun Parties in connection with the structuring and implementation of such transaction as a Tax-Deferred Exchange (to the extent such costs and expenses would not have been incurred by the Sun Parties but for such structuring or implementation).

More Definitions of Consent Costs

Consent Costs has the meaning set forth in Section 8.4.

Consent Costs shall have the meaning set forth in Section 6.04(a).

Consent Costs. – means all costs paid or coming due after the Effective Time associated with securing consents from third party vendors that to Provider’s knowledge are required to provide the Services to the Recipient Parties.

Consent Costs means the sum of all Loan Consent Costs, Franchisor Consent Costs, Ground Lessor Consent Costs and Preferred Equity Consent Costs, but specifically excluding PIP Costs.

Consent Costs means fees or out-of-pocket expenses charged by third-party advisors to the Seller or the Company in connection with their obtaining consents or approvals required to consummate the transactions contemplated by this Agreement.