Excluded Transaction Expenses definition

Excluded Transaction Expenses means any of the expenses described in the definition of Transaction Expenses to the extent that, at the Closing, all obligations of the CCG Entities thereunder are either released or paid in full at the sole cost and expense of the Seller or its Affiliates (other than the CCG Entities).
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Excluded Transaction Expenses means (i) up to $500,000 of fees and expenses of counsel, advisors, consultants, investment bankers, actuaries, auditors and accountants in connection with the tender offers and consent solicitations, (ii) any administration fee paid to Credit Suisse First Boston as contemplated by the Financing Commitment, (iii) fees and expenses incurred in connection with obtaining fairness opinions with respect to the Contribution or the Mergers, (iv) fees payable to Credit Suisse First Boston as the financial advisor to Xxx Xxxxxxx Corporation with respect to the sale of the direct marketing business of The Lehigh Press, Inc., (v) amounts paid as retention bonuses to the employees of Jostens, and (vi) the amount paid to Xxxx Xxxxxx as a signing bonus.
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Excluded Transaction Expenses means Transaction Expenses up to an aggregate amount of $750,000, which for purposes of this definition shall consist solely of (a) fees and expenses of outside legal counsel, accountants and other advisors, (b) an amount equal to 50% of the filing fee payable by Parent to comply with applicable requirements of the HSR Act and (c) the costs of the “tail” insurance policy which the Company is required to procure pursuant to Section 8.14(b).
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Examples of Excluded Transaction Expenses in a sentence

  • The swap itself has three distinct elements, firstly, a basket of investments to which AIT has 100% exposure; secondly a basket of investments to which AIT has approximately 73% exposure and finally approximately 73% exposure to a secondary swap which in turn gives AIT exposure to a basket of investments which require a US onshore investor.


More Definitions of Excluded Transaction Expenses

Excluded Transaction Expenses means any of the expenses described in the definition of Transaction Expenses to the extent that, at the Closing, all obligations of the Company thereunder are either released or paid in full at the sole cost and expense of the Seller.
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Excluded Transaction Expenses means (i) all of the out-of-pocket fees and expenses incurred by Seller and Holding Company in connection with the negotiation, documentation, preparation, investigation, delivery and performance of this Agreement, the Transaction Documents and consummation of the Transactions and any due diligence related thereto, including all out-of-pocket fees, expenses, disbursements and other similar amounts owed to attorneys, financial advisors, advisors, accountants or service providers (including any brokers’ fees); (ii) any and all Liability for change of control, termination, stay bonuses, retention bonuses, transaction bonuses, phantom equity or similar payments due by Seller to any person under any plan, agreement or arrangement of Seller, which obligation, in each case, is triggered or becomes payable or due as a result of the consummation of any of the Transactions or a termination of service in connection with or following a “change in control” of Seller, including all payroll and other Taxes that are payable by Seller in connection with the payment of such Liability; (iii) the costs and expenses incurred or to be paid by Seller in connection with the transfer or conveyance of the Assets to Buyer, including Taxes, governmental charges and assessments; (iv) the costs and expenses incurred by Seller and Holding Company in connection with the regulatory and shareholder approval processes related to the Transactions; (v) the trailing Liabilities and obligations including termination fees associated with any Contracts or secondary market relationships terminated (or which a notice of termination is sent by Seller prior to the Closing Date) on or prior to the Closing Date; (vi) Seller’s and the Holding Company’s share of any fees and expenses of the Independent Accounting Firm under Section 2.04(d)(iii); and (vii) all Liabilities under the BOLI and Split Dollar Arrangements.
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Related to Excluded Transaction Expenses

  • Seller Transaction Expenses means any and all legal, accounting, consulting, investment banking, agent, brokers’ and finders’ and other similar fees, costs, and expenses of Seller and related to the negotiation, preparation, and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

  • Transaction Expenses means any fees, costs, or expenses incurred or paid by Holdings, the Borrower, or any of their respective Affiliates in connection with the Transactions, this Agreement, and the other Credit Documents, and the transactions contemplated hereby and thereby.

  • Acquisition Expenses means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

  • Excluded Liabilities has the meaning set forth in Section 2.4.