HSR Fees definition
Examples of HSR Fees in a sentence
Parent shall be responsible for any and all HSR Fees, and shall pay such fees upon such fees becoming due and payable.
All filing and other fees required under the HSR Act (the “HSR Fees”) shall be shared equally by Parent, on the one hand, and the Company Securityholders (with the Company Securityholders’ portion of the HSR Fees being satisfied through such portion constituting a “Transaction Expense” as set forth therein).
Buyer shall be responsible for and pay all costs, fees and expenses incurred by Buyer in connection with Buyer’s negotiation and execution of this Agreement and Buyer’s performance of the transactions contemplated hereby and shall also be responsible for 50% of the HSR Fees and the German Fees.
The HSR Fees paid by Executive during 2011, plus the applicable full gross-up amount, shall be paid by March 15, 2012.
Notwithstanding any provision in this Agreement to the contrary, such HSR Fees shall be allocated among the parties as set forth in Section 18.03 hereof.
Buyer shall pay any government fees for any necessary filings required under the HSR Act (the “HSR Fees”); provided, however, if this Agreement is terminated pursuant to Section 8.1 by Seller for any reason other than a material breach of a representation, warranty or covenant of Buyer or by Buyer pursuant to Section 8.1(h), Buyer, on the one hand, and Seller, on the other hand, shall each be responsible for the payment of 50% of the HSR Fees.
At Closing, Buyer shall be entitled to deduct from the one-half of such HSR Fees paid by Buyer in accordance with Section 1.2, above.
With respect to the Purchaser, Expenses shall include any and all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO upon consummation of a Business Combination, any Extension Expenses and costs and expenses relating to the PIPE Investment and the Purchaser HSR Fees and Expenses, if any.
The Company shall, upon request of Parent, provide prompt updates regarding the amount of HSR Fees incurred, and management of the Company shall make itself available to the Parent on a regular basis to discuss the HSR Fees.
For the avoidance of doubt, HSR Fees shall be paid by the Purchaser and if the Closing occurs, the Purchase Price shall be reduced at the Closing in an amount equal to 50% of the HSR Fee (as provided in the definition of “Transaction Price”).