Covered Transaction Expenses means documented out-of-pocket fees and expenses actually and reasonably incurred by Sellers and their Affiliates pursuant to (a) Section 5.24, (b) Section 5.25 and (c) Section 5.16(b).
Covered Transaction Expenses means up to $10,000,000 in reasonable out-of-pocket fees, costs and expenses (including all legal, accounting, consulting, advisory and investment banking costs and expenses) incurred by the applicable party prior to the termination of this Agreement and in connection with the transactions contemplated by this Agreement.
Covered Transaction Expenses means documented out-of-pocket fees and expenses actually and reasonably incurred by Sellers and their Affiliates for (a) the Commitments (including search fees) and the Title Policies with respect to all Owned Real Property and Leased Real Properties, (b) the Surveys (including any subsequent update to existing or new surveys), (c)(i) any Phase I ESAs and (ii) any Phase II ESAs required pursuant to Section 5.5(a) , (d) the Fuel Equipment Inspections ( provided , that (i) any repair costs related thereto shall not be considered Covered Transaction Expenses and (ii) any fees and expenses for retests of Fuel Equipment Inspections, other than Qualified Retesting Costs, shall not be considered Covered Transaction Expenses), (e) any filing fees payable to Governmental Entities in connection with filings that are reasonably necessary in connection with the transactions contemplated hereby, including HSR Filings, (f) the services of the Title Company in connection with the transactions contemplated by this Agreement, (g) any recording fees that are paid in connection with the transactions contemplated hereby, (h) all Transfer Taxes and (i) Independent Auditor’s fees and expenses to conduct the physical cost of non-fuel inventory in accordance with Exhibit B ; provided , however , that “Covered Transaction Expenses” shall not include fees and expenses of counsel, investment banking firms and financial advisors (and their respective counsel), accountants, experts, consultants and other advisors and any fees or expenses in connection with Buyers obtaining any debt or equity financing.
Examples of Covered Transaction Expenses in a sentence
Section 7.7 of that agreement states that the “quantity” of a particular plant product is determined in part by multiplying the deemed volume of gas attributable to that product by a “Component Recovery Factor,” ranging from 0.75 to 0.98 depending on the specific product.
Any rents, utilities and other pre-paid expenses (excluding, for the avoidance of doubt, any Income Taxes, Property Taxes, and Covered Transaction Expenses), customarily adjusted for commercial real estate closings conducted in the Real Property’s jurisdiction shall be prorated in accordance with the principles in Section 6.2(b) .
Buyers shall have the right to have their own contractors present at Buyers’ sole cost (it being understood that such costs and expenses shall be borne by Buyers and shall not be Covered Transaction Expenses) (and Sellers shall give Buyers seven (7) Business Days’ prior written notice of) the time of any such invasive testing to confirm compliance with the Phase I and Phase II Protocols, and to obtain split samples of any soil or groundwater obtained by Sellers’ Approved Environmental Consultant.
Sellers shall pay all Covered Transaction Expenses and Excess Covered Transaction Expenses.
More Definitions of Covered Transaction Expenses
Covered Transaction Expenses means up to an aggregate of $[****] of Third Party Expenses, including (i) up to $[****] payable as a fee to Lazard Freres & Co., investment banker to the Company, (ii) up to $[****] in legal fees in connection with the Merger and (iii) up to $[****] in accounting fees.
Covered Transaction Expenses hereunder but that are excluded because they are either (i) in excess of the individual caps set forth in clauses (a)-(e) of the definition of “Covered Transaction Expenses” with respect to the applicable individual categories or (ii) in excess of thirty-four million dollars ($34,000,000), in the aggregate, (b) fifty percent (50%) of the R&W Insurance Premium, (c) fifty percent (50%) of the HSR Act filing fees with respect to the Merger, (d) any other costs, expenses and liabilities of advisors or consultants not otherwise included or includable as Covered Transaction Expenses hereunder related to or arising out of the preparation, negotiation, execution, delivery or performance of this Agreement or the Transaction Documents, or the consummation of the transactions contemplated hereby, (e) any Transfer Taxes, (f) any amounts in excess of, (i) if Closing occurs prior to March 15, 2025, six hundred fifty thousand dollars ($650,000) paid on account of any Company PCU Awards, and (ii) if Closing occurs after March 15, 2025, fifty percent (50%) of the amounts paid for any Company PCU Awards that are not forfeited in accordance with the applicable plan terms, (g) any amounts in excess of seven hundred forty thousand dollars ($740,000) paid on account of the Converted Options, (h) fifty percent (50%) of the D&O Tail Policy Costs, (i) the finalized amount pursuant to Section 5.21(d) and (j) all fees, expenses, costs, reimbursements and other amounts and liabilities required to paid by on or on behalf of the Company or its Subsidiaries associated with change of control, benefits, severance and other incentive arrangements in connection with consummation of the transactions contemplated hereby not otherwise included or includable as Covered Transaction Expenses hereunder; provided, however, this definition excludes (i) any amounts paid on account of Company Cash-Settled RSU Awards, (ii) all ABL Extension Fees, (iii) all Tax Plan Costs, (iv) fifty percent (50%) of the D&O Tail Policy Costs, (v) fifty percent (50%) of the HSR Act filing fees with respect to the Merger and (vi) fifty percent (50%) of the R&W Insurance Premium.
Covered Transaction Expenses means documented out-of-pocket fees and expenses actually and reasonably incurred by Sellers and their Affiliates for (a) the Commitments (including search fees) and the Title Policies with respect to all Owned Real Property and Leased Real Properties, (b) the Surveys (including any subsequent update to existing or new surveys), (c)(i) any Phase I ESAs and (ii) any Phase II ESAs required pursuant to Section 5.5(a), (d) the Fuel Equipment Inspections (provided, that (i) any repair costs related thereto shall not be considered Covered Transaction Expenses and (ii) any fees and expenses for retests of Fuel Equipment Inspections, other than Qualified Retesting Costs, shall not be considered Covered Transaction Expenses), (e) any filing fees payable to Governmental Entities in connection with filings that are reasonably necessary in connection with the transactions contemplated hereby, including HSR Filings, (f) the services of the Title Company in connection with the transactions contemplated by this Agreement, (g) any recording fees that are paid in connection with the transactions contemplated hereby, (h) all Transfer Taxes and (i) Independent Auditor’s fees and expenses to conduct the physical cost of non-fuel inventory in accordance with Exhibit A; provided, however, that “Covered Transaction Expenses” shall not include fees and expenses of counsel, investment banking firms and financial advisors (and their respective counsel), accountants, experts, consultants and other advisors and any fees or expenses in connection with Buyers obtaining any debt or equity financing.
Covered Transaction Expenses means any fees, costs and expenses incurred or subject to reimbursement by the Company, whether accrued for or not, related to (a) any amounts incurred or to be paid by or on behalf of the Company for legal fees, related to or arising out of the preparation, negotiation, execution, delivery or performance of this Agreement or the Transaction Documents, or the consummation of the transactions contemplated hereby, but only up to three million dollars ($3,000,000), in the aggregate, (b) any amounts incurred or to be paid by or on behalf of the Company for an investment banking or financial advisor, related to or arising out of the preparation, negotiation, execution, delivery or performance of this Agreement or the Transaction Documents, or the consummation of the transactions contemplated hereby, but only up to six million dollars ($6,000,000), in the aggregate, (c) the full amount of any bonus, retention, severance, termination, change in control or similar-type payments or benefits owed to members of the management team of the Company triggered (or partially triggered) by the transactions contemplated by this Agreement and the Transaction Documents (including the employer portion of any payroll or employment Taxes payable in connection therewith), but only up to eleven million dollars ($11,000,000), in the aggregate, (d) any amounts incurred or to be paid by or on behalf of the Company at Closing in connection with any retention, severance, termination, change in control or similar payments or benefits for certain key employees of the Company, but only up to four million dollars ($4,000,000), in the aggregate and excluding any amounts in clause (c), and (e) any sales transaction fee to be paid to Mxxx Xxxxx, Kxxxx Xxxxx and Wxxxx Xxxxx (or their designees) payable under the Transition Agreement (as in effect on the Execution Date or as amended or modified with the consent of Parent prior to the Closing), but only up to ten million dollars ($10,000,000), in the aggregate; provided, however, this definition (i) does not include any fees, costs or expenses in excess of the amounts set forth above in clauses (a)-(e) with respect to such categories of expenses, individually, or in excess of thirty-four million dollars ($34,000,000) in the aggregate, (ii) excludes any of the foregoing entered into by or at the written direction of Parent following the Execution Date, (iii) excludes any amounts paid on account of Company PCU Awards, Company Cash-Settled RSU Award...
Covered Transaction Expenses had the meaning given in Section 4.1.
Covered Transaction Expenses include, without duplication, any and all out-of-pocket expenses of Holdings, Allright, the Subsidiaries, Apollo and AEW, incurred in connection with the Merger or the other transactions contemplated by this Agreement, to the extent that such expenses have been paid or are accrued on the Closing Statement. AEW and Apollo shall list all such expenses on the Closing Statement.
Covered Transaction Expenses include, without duplication, any and all out-of-pocket expenses of Holdings, Allright, the Subsidiaries, Apollo and AEW, incurred in connection with the Merger or the other transactions contemplated by this Agreement, to the extent that such expenses have been paid or are accrued on the Closing Statement. AEW and Apollo shall list all such expenses on the Closing Statement. (e) The "Working Capital Adjustment" shall be calculated as follows: (i) the amount of working capital surplus or deficit (such deficit, if any, to be expressed as a negative number) of Allright and its consolidated subsidiaries as set forth on its most recent available balance sheet (which shall not be dated more than 50 calendar days prior to the Closing Date), reduced by the amount of any portion of any acquisitions not financed from additional debt or equity proceeds subsequent to such balance sheet date and which shall be determined in accordance with Schedule 2.6(e) and otherwise in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis with Allright's historical financial statements, plus (ii) $6,000,000. Any items reflected as Covered Transaction Expenses or as an adjustment pursuant to any other clause of paragraph (b) above used to calculate the Equity Purchase Price shall be excluded in calculating the working capital deficit or surplus for the purposes of determining the Working Capital Adjustment. The Working Capital Adjustment may only be a negative number or zero. (f) Notwithstanding anything to the contrary above, the Equity Purchase Price shall be adjusted as follows: (i) if Allright's EBITDA (as defined below) calculated from Allright's audited financial statements for the fiscal year ended June 30, 1998 ("Allright's Actual EBITDA"), minus the EBITDA attributable to those parking facilities acquired by Holdings, Allright or any Subsidiary after April 30, 1998, to the extent the EBITDA attributable to such parking facilities was included in Allright's Actual EBITDA (the "Acquired Facility EBITDA", and the difference between Allright's Actual EBITDA and the Acquired Facility EBITDA, the "Non-Acquired EBITDA"), is equal to or greater than $34.0 million, the Equity Purchase Price shall be computed as set forth above and no further adjustment shall be made under this paragraph (f); and (ii) if the Non-Acquired EBITDA is less than $34.0 million (the difference between the $34.0 million and the Non-Acquired EBITDA, the "EBITDA Shortfa...