Reimbursable Transaction Expenses means any reasonable and documented costs or expenses incurred by any Company or Company Subsidiary prior to the Closing that are required to be reimbursed by Purchaser pursuant to Section 6.1(a).
Reimbursable Transaction Expenses means the aggregate amount of all reasonable costs, fees and expenses payable to third parties (including Governmental Authorities) incurred by or on behalf of the Company’s stockholder or Intermex or their respective Affiliates on or before Closing in connection with the review, negotiation, execution and consummation of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, including the cost of the D&O Tail Policy, the fees and expenses of legal counsel, accountants and other representatives and consultants, due diligence costs, fees and expenses (including reasonable due diligence related travel costs) and the fee in the amount of $1,560,000 payable by Intermex to Stella Point Capital LP (or its designee) in connection with the termination of the Intermex Management Agreement.
Reimbursable Transaction Expenses shall have the meaning set forth in Section 8.7(a).
Examples of Reimbursable Transaction Expenses in a sentence
Except with respect to costs that constitute Reimbursable Transaction Expenses (which Reimbursable Transaction Expenses will be handled as otherwise set forth in this Agreement), any costs incurred as payments to any Person with respect to such consents, waivers, approvals and notices shall be borne by the party seeking such consents, waivers, approvals or notices.
Regardless of whether the transactions provided for in this Agreement are consummated, except as otherwise provided herein, each party hereto shall pay its own expenses incident to this Agreement and the transactions contemplated herein; provided, that Parent shall pay at the Closing (and Parent shall be solely responsible for) all Reimbursable Transaction Expenses.
For the avoidance of doubt, the Tail Coverage shall be included in Company Transaction Expenses and Acquiror shall not be required to pay any costs or expenses in connection with maintaining such Tail Coverage other than by virtue of the Reimbursable Transaction Expenses.
In connection with the Closing, Parent shall make or cause to be made payment of the Reimbursable Transaction Expenses on the Closing Date in order to discharge the amounts payable thereunder.
The aggregate amount of Reimbursable Transaction Expenses shall not exceed the amount set forth on Section 7.2(k) of the Company Disclosure Schedules.
More Definitions of Reimbursable Transaction Expenses
Reimbursable Transaction Expenses means, as defined in the Merger Agreement, expenses incurred by the Sponsors in connection with the consummation of the Transactions and our working capital and operating expenses incurred in the ordinary course funded by the Sponsors through loans or otherwise, excluding in either case any expenses that constitute our transaction expenses.
Reimbursable Transaction Expenses means the aggregate amount of all costs, fees and expenses payable to third parties incurred by or on behalf of FTS on or before Closing in connection with the review, negotiation, execution and consummation of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, including the fees and expenses of legal counsel, accountants and other representatives and consultants and due diligence (including travel-related) costs, fees and expenses, but excluding the fees payable to Financial Technology Partners, L.P.
Reimbursable Transaction Expenses means the expenses paid by the Seller, the Target Companies and the Sellers’ Representative for the benefit of the Buyer relating to surveys, environmental assessments, title and drilling in connection with the consummation of the transactions contemplated by this Agreement, which excludes (a) any legal or any other advisory fees related thereto, (b) any fees for surveys or environmental assessments in connection with properties not used in the Business immediately after the Closing and (c) any fees or expenses owed to Xxxxx LLP; provided, however, “Reimbursable Transaction Expenses” includes $17,400 paid to Xxxxx LLP. “Release” shall have the meaning ascribed to that term at 42 U.S.C. § 9601(22). “Remediation” shall mean (A) any remedial action, remedy, response or removal action as those terms are defined in 42 U.S.C. § 9601; and (B) any corrective action as that term has been construed pursuant to 42 U.S.C. § 6924. “Representative” shall mean with respect to a particular Person, any directors, officers, employees, agents, investment bankers, financial advisors, attorneys, accountants, advisors, brokers, finders, consultants or representatives of such Person. “Retention Bonuses” shall have the meaning as set forth in Section 6.10(b). “Retention Bonus Pool” shall have the meaning as set forth in Section 6.10(b). “Retention Payment” means the bonus(es) payable to each Person listed on Section 6.10(a) of the Disclosure Schedules, including the Target Companies’ portion of any employment Taxes relating thereto. “R&W Insurance Policy” shall have the meaning as set forth in Section 6.4. “R&W Insurer” shall have the meaning as set forth in Section 6.4. “S Corporation” means an entity that meets all eligibility requirements to be classified as an “S corporation” under Section 1361 of the Code and any corresponding or similar provision of state or local Law for U.S. federal (and applicable state and local) income Tax purposes, and which has timely filed a valid election to be classified as an “S corporation” for all purposes with respect thereto under Section 1362 of the Code and any corresponding or similar provision of state or local Law. “Securities Act” shall mean the Securities Act of 1933 or any successor law, and regulations and rules issued pursuant thereto or any successor law. “Seller” shall have the respective meanings as set forth in the Preamble of this Agreement. “Seller-Connected Persons” shall have the meaning as set forth in Section 6.8(a).
Reimbursable Transaction Expenses means the aggregate amount of all Company Transaction Expenses, not to exceed the sum of (i) $15,000,000 plus (ii) the Underage Amount.
Reimbursable Transaction Expenses means all reasonable attorneys' and accountants' fees and expenses and other reasonable out-of-pocket expenses relating to the transactions contemplated by this Agreement incurred after the date hereof which have been expended but not reimbursed as of the Effective Time, excluding any transaction fees paid or payable to any affiliates of IOI.
Reimbursable Transaction Expenses means the the fees, expenses or other amounts identified as “Reimbursable Transaction Expenses” on Section 1.1(c) of the Acquiror Disclosure Schedules.
Reimbursable Transaction Expenses means all reasonable documented out-of-pocket fees, costs, commissions and expenses of the Group Companies incurred or payable by the Group Companies in connection with the preparation, negotiation, execution, delivery and performance of the Transaction Agreements and each of the other documents and instruments executed in connection with or contemplated by the Transaction Agreements and the consummation of the transactions contemplated thereby, in each case to the extent incurred on or after September 22, 2020 (whether or not paid prior to the Effective Time), including fees, expenses and disbursements payable to professionals (including investment bankers, attorneys, accountants and other consultants and advisors, including, without limitation, Xxxxxxx Xxxx & Xxxxxxxxx LLP, X.X. Xxxxx & Co., LLC, JLK Xxxxxxxxxxx, LLC and Xxxxx Xxxxx & Partners LLC) retained by any Group Company (including, for the avoidance of doubt, any such expenses that are payable to X.X. Xxxxx & Co., LLC as a result of the consummation of the Merger or the payment of the Contingent Consideration Shares).