Seller Expenses has the meaning set forth in Section 11.1.
Seller Expenses means the aggregate fees, costs, expenses and obligations incurred by the Seller Representative or the Seller in connection with the process of selling the Business generally or the Transactions, including all Seller Bonuses.
Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.
Examples of Seller Expenses in a sentence
Subject to the terms and conditions herein, at the Closing, Purchaser shall deliver, or cause to be delivered, to Seller (i) the Cash Payment, plus (ii) the Seller Expenses, if any, payable pursuant to Section 6.21, less (iii) the Deposit, together with all received investment income, if any (the “Closing Date Payment”).
Purchaser has, as of the date hereof, and will have at the Closing, sufficient funds in cash in an aggregate amount necessary to (a) pay the Closing Date Payment pursuant to Section 2.1(b) and any Seller Expenses to the extent payable by Purchaser pursuant to Section 6.21, and (b) pay all fees and expenses of Purchaser in connection with the Closing.
Subject to the terms and conditions herein, the aggregate consideration (collectively, the “ Purchase Price”) to be paid by Purchaser for the purchase of the Acquired Assets shall be: (i) (A) the assumption of Assumed Liabilities, (B) a cash payment of $20,000,000 (the “Cash Payment”), (C) the Seller Expenses, if any, payable pursuant to Section 6.21, and (D) Purchaser’s obligations to make the payments set forth in Section 6.12 and Section 6.14.
No broker, finder, financial advisor or investment banker, other than Lazard Middle Market LLC (whose fees shall be included in Seller Expenses), is entitled to any broker’s, finder’s, financial advisor’s, investment banker’s fee or commission or similar payment in connection with the Transactions based upon arrangements made by or on behalf of Sellers.
The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(b)(i)(A) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment).
More Definitions of Seller Expenses
Seller Expenses means any costs and expenses (including all legal, accounting, financial advisory, valuation, investment banking and other third party advisory or consulting fees and expenses including those of Weil, Gotshal & Xxxxxx LLP, Sellers’ Financial Advisor and Sellers’ Restructuring Advisor) incurred by or on behalf of the Sellers in connection with the Chapter 11 Cases or the transactions contemplated by this Agreement.
Seller Expenses means, without duplication, all of the fees, expenses, costs, charges, payments and other obligations that are incurred by or on behalf of the Seller Parties and/or their Affiliates or for which the Seller Parties and/or their Affiliates are otherwise liable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements (whether incurred or to be paid prior to, at or after Closing), including (i) the fees and expenses of the Seller Parties’ and/or their Affiliates’ respective bankers, counsel, accountants, advisors, agents and representatives, and (ii) any success, change of control, special or other bonuses or similar amounts payable by the Seller Parties and/or their Affiliates to any employee, officer or director upon or in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.
Seller Expenses means, without duplication, (a) the aggregate amount due and payable by the Group Companies as of immediately prior to the Closing for all out-of-pocket costs and expenses incurred by any of the Group Companies or by or on behalf of Seller (to the extent such amounts are a liability of any Group Company) in connection with this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby, including any change in control or retention type bonuses, sale bonuses, success fees related to the completion of the transactions contemplated hereby and (b) fifty percent (50%) of the cost and fees relating to or associated with the R&W Insurance Policy payable to the insurer with respect thereto; provided, however, that “ Seller Expenses” shall exclude any amounts (i) included in the definition of Closing Date Indebtedness or Net Financial Position, (ii) payable by the Group Companies in connection with the “ tail” policy pursuant to and in accordance with Section 6.5(b) and (iii) unless noted in clauses (a) or (b) above, to the extent incurred by Buyer or any of its Affiliates.
Seller Expenses has the meaning set forth in Section 2.8(a).
Seller Expenses means all fees, commissions, costs and expenses (including, without limitation, fees, commissions, costs and expenses of legal counsel, accountants, investment bankers, brokers or other representatives, advisors and consultants and appraisal fees, costs and expenses and including, without limitation any change in control payments, bonuses or other compensation and all related payroll taxes in connection therewith incurred by the Company or any of the Company’s Subsidiaries on its own behalf or on behalf of Seller or its Affiliates in connection with, related to or arising from the negotiation, execution and preparation of this Agreement, the performance of its obligations and covenants hereunder and thereunder, and the consummation of the transactions contemplated hereby.
Seller Expenses means, without duplication, the aggregate amount due and payable by the members of the Alkali Group as of immediately prior to the Closing for all out-of-pocket costs and expenses incurred by any member of the Alkali Group or by or on behalf of Seller (to the extent such amounts are a liability of any member of the Alkali Group) in connection with the negotiation, execution, delivery or performance of this Agreement or any of the Ancillary Agreements, or as a direct result of the consummation of the transactions contemplated by this Agreement and not any other actions, including any act of Purchaser or its Affiliates after the Closing; provided, however, that “Seller Expenses” shall exclude (i) any amounts to the extent incurred by, or at the written direction of, Purchaser or any of its Affiliates for the purpose of obtaining any financing in connection with the transactions contemplated by this Agreement and (ii) any bonus amounts payable to employees of the Alkali Group pursuant to the 2017 Alkali Annual Incentive Plan or 2017 Alkali Local Incentive Plan and communicated to employees prior to the date hereof.
Seller Expenses means the costs and expenses incurred on or prior to the Closing Date by Seller or the Company (including any costs or expenses incurred, paid or agreed to be paid by the Company on behalf of Seller) in connection with this Agreement and the transactions contemplated hereby to the extent not paid by Seller or the Company prior to Closing, including (i) any bonuses or other compensation or remuneration Seller promises to pay to any employee, contractor, consultant or other Person upon consummation of the transactions contemplated in this Agreement, (ii) all fees, commissions, costs and expenses of the Company’s investment bankers, financial advisors, accountants and legal counsel incurred in connection with the transactions contemplated hereby, and (iii) all other fees, commissions, costs and expenses of other third parties engaged by the Company or Seller to conduct any specific tasks or perform any specific analysis for the Company or Seller in connection with the transactions contemplated hereby. All Seller Expenses are set forth on Schedule 2.3(c) accompanying this Agreement.