Restructuring Costs and Expenses definition

Restructuring Costs and Expenses means all costs and expenses in connection with the Restructuring, including transfer taxes, capital costs, diligence fees, other restructuring fees, extension fees, payments to creditors of Highland, and fees of all third-party legal professionals, financial advisors, appraisal fees (and required internal appraisal review fees) and consultants, employed by (a) Xxxxx Fargo Mortgage Loan Lender and the servicer of the Xxxxx Fargo Mortgage Loan (including, for the avoidance of doubt the fees and expenses of Sidley Austin LLP, Xxxxx Xxxx & Xxxxxxxx LLP, and Xxxxxx & Bird LLP), (b) the Senior Mezzanine Lenders , including, for the avoidance of doubt, the fees and expenses of Blackstone Advisory Partners L.P., Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, and Xxxxx Xxxx & Xxxxxxxx LLP, (c) Mezzanine 4 Lender (including, for the avoidance of doubt the fees and expenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP), (d) Highland, and (e) all direct and indirect investors in Borrower Principal including the fees and expenses of Xxxxxxx Procter LLP, DLA Piper, Xxxxxxx Xxxxx LLP, and Xxxxxxxxx & Company, including fees and expenses incurred in connection with the negotiation, documentation and consummation of the transactions described in this Agreement and the Restructuring contemplated hereby and thereby, in each case as reviewed by and established to Sponsor’s satisfaction, acting in good faith.
Sample 1
Restructuring Costs and Expenses means all costs and expenses in connection with the Restructuring, including transfer taxes, capital costs, diligence fees, other restructuring fees, extension fees, payments to creditors of Highland, and fees of all third-party legal professionals, financial advisors, appraisal fees (and required internal appraisal review fees) and consultants, employed by (a) Xxxxx Fargo Mortgage Loan Lender and the servicer of the Xxxxx Fargo Mortgage Loan (including, for the avoidance of doubt the fees and expenses of Sidley Austin LLP, Xxxxx Xxxx & Xxxxxxxx LLP, and Xxxxxx & Bird LLP), (b) Senior Mezzanine Lenders , including, for the avoidance of doubt, the fees and expenses of Blackstone Advisory Partners L.P., Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, and Xxxxx Xxxx & Xxxxxxxx LLP,
Sample 1
Restructuring Costs and Expenses means all costs and expenses in connection with the Restructuring, including transfer taxes, capital costs, diligence fees, other restructuring fees, extension fees, payments to creditors of Highland, and fees of all third-party legal professionals, financial advisors, appraisal fees (and Lender’s required internal appraisal review fees) and consultants, employed by (a) Lender and Servicer (including, for the avoidance of doubt the fees and expenses of Sidley Austin LLP, Xxxxx Xxxx & Xxxxxxxx LLP, and Xxxxxx & Bird LLP), (b) Senior Mezzanine Lenders , including, for the avoidance of doubt, the fees and expenses of Blackstone Advisory Partners L.P., Xxxxxxx Xxxxxxxx & Xxxxxxxx LLP, and Xxxxx Xxxx & Xxxxxxxx LLP, (c) Mezzanine 4 Lender, (d) Highland, and (e) all direct and indirect investors in Borrower Principal including the fees and expenses of Xxxxxxx Procter LLP, DLA Piper, Xxxxxxx Xxxxx LLP, and Xxxxxxxxx & Company, including fees and expenses incurred in connection with the negotiation, documentation and consummation of the transactions described in this Agreement and the Restructuring contemplated hereby and thereby, in each case as reviewed by and established to Guarantor’s satisfaction, acting in good faith.
Sample 1

Examples of Restructuring Costs and Expenses in a sentence

  • Restructuring Costs and Expenses In order to improve customer service, reduce costs, and improve productivity and asset utilization, the Company decided to realign and consolidate its operations with Gulf South.

Related to Restructuring Costs and Expenses

  • Restructuring Costs means the costs, including both direct and indirect, of restructuring activities. Restructuring costs that may be allowed include, but are not limited to, severance pay for employees, early retirement incentive payments for employees, employee retraining costs, relocation expense for retained employees, and relocation and rearrangement of plant and equipment. For purposes of this definition, if restructuring costs associated with external restructuring activities allocated to DoD contracts are less than $2.5 million, the costs shall not be subject to the audit, review, and determination requirements of paragraph (c)(4) of this subsection; instead, the normal rules for determining cost allowability in accordance with FAR Part 31 shall apply.

  • Restructuring Expenses means losses, expenses and charges incurred in connection with restructuring within the Issuer and/or one or more Restricted Subsidiaries, including in connection with integration of acquired businesses or Persons, disposition of one or more Subsidiaries or businesses, exiting of one or more lines of businesses and relocation, disposition or consolidation of facilities, including severance, curtailments or modifications of pension plans, lease termination and other non-ordinary-course, non-operating costs and expenses in connection therewith.

  • Costs and Expenses means any actual, provable, reasonable, customary and direct out-of-pocket costs and expenses incurred by such Fund. Costs and Expenses shall not include, and in no event shall BNY Mellon be liable under this Agreement for, any lift-out expenses or platform development costs for the successor service provider or any wind-down costs of the Fund or any Fund Affiliate, including, without limitation, non-cancelable payments or termination charges regarding hosting and/or any other subcontracted services. The Fund must provide BNY Mellon with written evidence of the Costs and Expenses before BNY Mellon is obligated to pay them. The Fund also has a duty to mitigate, and must exercise its duty to mitigate, such Costs and Expenses.

  • Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.

  • Tax Costs which shall mean any and all real estate taxes and other similar charges on real property or improvements, assessments, water and sewer charges, and all other charges assessed, reassessed or levied upon the Project and appurtenances thereto and the parking or other facilities thereof, or the real property thereunder (collectively the "Real Property") or attributable thereto or on the rents, issues, profits or income received or derived therefrom which are assessed, reassessed or levied by the United States, the State of California or any local government authority or agency or any political subdivision thereof, and shall include Landlord's reasonable legal fees, costs and disbursements incurred in connection with proceedings for reduction of Tax Costs or any part thereof; provided, however, if at any time after the date of this Lease the methods of taxation now prevailing shall be altered so that in lieu of or as a supplement to or a substitute for the whole or any part of any Tax Costs, there shall be assessed, reassessed or levied (a) a tax, assessment, reassessment, levy, imposition or charge wholly or partially as a net income, capital or franchise levy or otherwise on the rents, issues, profits or income derived therefrom, or (b) a tax, assessment, reassessment, levy (including but not limited to any municipal, state or federal levy), imposition or charge measured by or based in whole or in part upon the Real Property and imposed upon Landlord, then except to the extent such items are payable by Tenant under Article 6 below, such taxes, assessments, reassessments or levies or the part thereof so measured or based, shall be deemed to be included in the term "Direct Costs." In no event shall Tax Costs included in Direct Costs for any year subsequent to the Base Year be less than the amount of Tax Costs included in Direct Costs for the Base Year. In addition, when calculating Tax Costs for the Base Year, special assessments shall only be deemed included in Tax Costs for the Base Year to the extent that such special assessments are included in Tax Costs for the applicable subsequent calendar year during the Term.

  • Capital Expenses expenses that are capital in nature or required under GAAP to be capitalized.

  • Related Expenses means any and all costs, liabilities, and expenses (including, without limitation, losses, damages, penalties, claims, actions, reasonable attorney's fees, legal expenses, judgments, suits and disbursements) reasonably incurred by, or imposed upon, or asserted against, Lender in any attempt by Lender:

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • 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.

  • Legal Expenses means the fees, costs and expenses of any kind incurred by any Person indemnified herein and its counsel in investigating, preparing for, defending against or providing evidence, producing documents or taking other action with respect to any threatened or asserted Claim.

  • Overhead costs means the actual costs incurred or the estimated costs to be

  • Parent Expenses means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including trademarks, service marks, trade names, trade dress, domain names, social media identifiers and accounts, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data, databases and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iii) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person, or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses of any Parent incurred in the ordinary course of business, and (v) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

  • 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.

  • Current Expenses means operating costs other than personal services and shall not

  • Covered Expenses means expenses actually incurred by or on behalf of a Covered Person for treatment, services and supplies covered by the Policy. Coverage under the Participating Organization’s Policy must remain continuously in force from the date of the Covered Accident or Sickness until the date treatment, services or supplies are received for them to be a Covered Expense. A Covered Expense is deemed to be incurred on the date such treatment, service or supply, that gave rise to the expense or the charge, was rendered or obtained.

  • Legal Costs of a person means legal costs incurred by that person in defending an action for a Liability of that person.

  • O&M Expenses means expenses incurred by or on behalf of the Developer or by the Authority, as the case may be, for all O&M including (a) cost of salaries and other compensation to employees, (b) cost of materials, supplies, utilities and other services, (c) insurance premium, (d) all taxes, duties, cess and fees due and payable for O&M, (e) all repair, replacement, reconstruction, reinstatement, improvement and maintenance costs, (f) payments required to be made under the O&M Contract, or any other contract in connection with or incidental to O&M, and (g) all other expenditure required to be incurred under Applicable Laws, Applicable Permits or this Agreement.

  • Trust Fees and Expenses means all accrued and unpaid Trustees’ fees, any amounts due to the Trustees for reimbursement of expenses or in respect of indemnification and other administrative fees of the Trust.

  • Permitted Expenses shall include, without limitation, the expenses set forth in Sections 5.10 and 9.2 hereof.

  • Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.

  • Program Expenses means all UHC’s expenses of administering the Program under the Indenture and the Act and shall include without limiting the generality of the foregoing; salaries, supplies, utilities, labor, materials, office rent, maintenance, furnishings, equipment, machinery and apparatus, including information processing equipment; software, insurance premiums, credit enhancement fees, legal, accounting, management, consulting and banking services and expenses; Fiduciary Expenses; remarketing fees; Costs of Issuance not paid from proceeds of Bonds; and payments to pension, retirement, health and hospitalization funds; and any other expenses required or permitted to be paid by UHC.

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

  • Expenses shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

  • Litigation Costs means all reasonable costs, charges, expenses, including attorneys', accountants' and expert witnesses' fees, and obligations paid or incurred in connection with investigating, defending (including affirmative defenses and counterclaims), obtaining or attempting to obtain a settlement, being a witness in, or participating in or preparing to defend, be a witness in, or participate in, any Proceeding and any appeal therefrom and the cost of appeal, attachment and similar bonds.

  • Attorneys’ Fees and Expenses means such funds as may be awarded to Class Counsel by the Court to compensate them (and all other attorneys for Plaintiff or the Settlement Class) for their fees and all expenses incurred by Plaintiff or Class Counsel in connection with the Litigation.

  • Financing Costs means for each calendar day the product of: