Permitted Transaction Expenses definition

Permitted Transaction Expenses means the following costs and expenses to the extent payable by Lessee in connection with and directly related to the preparation, execution and delivery of the Operative Documents and the transactions contemplated thereby:
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Permitted Transaction Expenses means (a) the commitment, arrangement, upfront and other fees or amounts that are due and payable by Purchaser in connection with the Debt Financing, together with (b) any other Transaction Expenses of Purchaser up to but not exceeding an aggregate amount (of amounts under both clause (a) and clause (b)) equal to twenty-three million Dollars ($23,000,000), subject to reduction pursuant to Section 5.26.
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Permitted Transaction Expenses shall have the meaning ascribed to it in Section 4.2(a)(iii) below.
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Examples of Permitted Transaction Expenses in a sentence

  • Lessee shall use the Advances made by Lessor and funded by Participants under the Participation Agreement for Permitted Improvement Costs and Permitted Transaction Expenses to pay such costs and expenses.

  • The author of the Shem Mishmuel adds a second reason for Reuven’s anger to cause him to lose firstborn status, Kehunah, and royalty.

  • Any reduction in the cash amount of Transaction Expenses of Purchaser payable at Closing that is effectuated through performance of Purchaser’s obligations under this Section 5.26 shall be deemed to reduce the amount of Permitted Transaction Expenses.

  • The amount of the initial Advance shall be limited to the amount of costs incurred by Lessee on or prior to the Closing Date which are described in clauses (c), (e), (f), (g) and (i) of the definition of Permitted Transaction Expenses set forth in Schedule 1.01.

  • The fish collection methods typically used by contracted field crew in 2015 NCCA survey included trawling, hook and line, gillnet and seining.

  • If the Advances to be made on the Initial Funding Date relate to the payment or reimbursement of the Acquisition Price of any Acquisition Subsidiary or the payment or reimbursement of any Permitted Transaction Expenses arising in connection with any Acquisition, the Issuers shall have satisfied the additional conditions precedent set forth in Section 5.3.

  • Except as otherwise set forth in this Agreement, each party hereto shall be responsible for and pay its own expenses incurred in connection with this Agreement and the Transactions, including all fees of its legal counsel, financial advisors and accountants; provided, that if the Closing shall occur, Acquiror shall pay the Permitted Transaction Expenses and the Company Transaction Expenses and Sponsor shall pay the Excess Transaction Expenses, in each case in accordance with Section 2.4(c).

  • All proceeds of the Advances shall be used by the Issuers to (i) repay the Syndicated Facilities, the Purchase Money Indebtedness and the Subsidiary Indebtedness, (ii) to make permitted Capital Expenditures, (iii) for working capital purposes, (iv) to pay or reimburse the Issuers for Permitted Transaction Expenses, (v) to pay or reimburse the Issuers for the Acquisition Price in connection with Approved Acquisitions, and (vi) to pay or reimburse amounts contemplated in Section 12 hereof.

  • Each Acquisition Advance shall be disbursed to an escrow or other account established for payment of the Acquisition Price and any related Permitted Transaction Expenses pursuant to the Acquisition Agreement or otherwise as directed by Lessee in the Acquisition Advance Request.


More Definitions of Permitted Transaction Expenses

Permitted Transaction Expenses means (i) (A) the fees and disbursements of, or other similar amounts charged by, counsel to the Company, including those of Xxxxxxx Procter LLP, (B) the fees and expenses of, or other similar amounts charged by, any accountants (including Xxxxx & Xxxxx, LLP), agents (including the Escrow Agent and the Payment Agent), financial advisors (including Newbury Piret & Co., Inc.), consultants and experts employed by the Company, (C) the out-of-pocket expenses, if any, incurred by the Company, (D) the Representative’s Retainer, (E) to the extent purchased by Parent, Kenexa Technology or the Surviving Corporation, the cost of any directors’ and officers’ liability insurance or extended reporting period endorsement (tail coverage) covering Persons who are as of the date of this Agreement, or have been prior to the date hereof, or who become prior to the Effective Time, officers or directors of the Company or any Subsidiary for claims against them in such capacity arising out of events or occurrences that occurred on or prior to the Effective Time, and
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Permitted Transaction Expenses means Acquiror Transaction Expenses in an aggregate amount up to $30,000,000.
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Permitted Transaction Expenses means any transaction fees and expenses in connection with the transactions contemplated hereby or any Approved Acquisition, to the extent disclosed to and approved by the Administrative Agent.
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Related to Permitted Transaction Expenses

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • 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.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Disposition Expenses means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

  • Transaction Expenses means any fees or expenses incurred or paid by Holdings or any of its Subsidiaries in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

  • Final Transaction Expenses has the meaning set forth in Section 3.2(b).

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • 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.

  • Election expenses means expenses incurred, whether before, during or after the election, on account of, or in respect of, the conduct or management of the election.

  • Liquidation Expenses With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicers, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

  • REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

  • Distribution Expenses means, with respect to all rights granted to LGF hereunder, one hundred percent (100%) of the aggregate of all actual, direct, out-of-pocket, third xxxxx costs expended or incurred by LGF in direct connection with the distribution and exploitation of the Picture throughout the Territory in all media, including, without limitation, all DLT Creation Costs, and all conversion, manufacturing, duplication, shipping, marketing, advertising, promotion and publicity costs, and all costs to complete Delivery of the Picture (to the extent (i) LGF elects to cure any failure of Grantor to complete Delivery of the Picture in accordance with the Delivery Schedule and/or (ii) LGF is required to take "access" to any Delivery Materials pursuant to the Delivery Schedule; and/or fiii) Grantor is not required to deliver such elements under the Delivery Schedule).

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • Litigation Expenses means costs and expenses incurred in connection with commencing, prosecuting, and settling the Action (which may include the costs and expenses of Plaintiffs directly related to their representation of the Settlement Class), for which Lead Counsel intends to apply to the Court for reimbursement from the Settlement Fund.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • Litigation Expense means any court filing fee, court cost, arbitration fee, and each other fee and cost of investigating or defending an indemnified claim or asserting any claim for indemnification or defense under this Agreement, including Attorney’s Fees, other professionals’ fees, and disbursements. “Attorney’s Fees” include a charge for the service of in-house counsel at the market rate for independent counsel of similar experience.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Preservation Expenses Expenditures made by the Servicer in connection with a foreclosed Home Equity Loan prior to the liquidation thereof, including, without limitation, expenditures for real estate property taxes, hazard insurance premiums, property restoration or preservation.

  • Administration Expenses Payment means the amount the Administrator will be paid from the Gross Settlement Amount to reimburse its reasonable fees and expenses in accordance with the Administrator’s “not to exceed” bid submitted to the Court in connection with Preliminary Approval of the Settlement.

  • Company Expenses has the meaning set forth in Section 11.3(a)(v).

  • Registration Expenses means the out-of-pocket expenses of a Registration, including, without limitation, the following:

  • Common Expenses means expenditures made by or financial liabilities of the association, together with any allocations to reserves.