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.
Seller Expenses has the meaning set forth in Section 11.1.
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.
Examples of Seller Expenses in a sentence
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.
Sellers shall bear fifty percent (50%) of the cost of the R&W Insurance Policy (including underwriting fee, premium, premium taxes, and any broker expenses), by including such amount as a Seller Expense, provided, however, that in no event shall R&W Insurance Policy costs greater than $460,000 be included in Seller Expenses or otherwise be payable by the Sellers in respect of the R&W Insurance Policy.
Shipping Arrangements :- For dispatches by sea, shipping arrangements will be made by the secretary, Shipping coordination and chartering Division, Ministry of Shipping and Transport (transport wing) , Govt.
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.
At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurred, the Sellers’ Representative shall distribute the excess funds to the Sellers.
More Definitions of Seller Expenses
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 any out-of-pocket fee, expense or cost incurred by the Company, any of the Sellers or any of their Subsidiaries or Affiliates prior to Closing which is paid by the Company in connection with the transactions or actions contemplated in this Agreement, including without limitation, out-of-pocket fees, expenses, or costs for the repayment of Debt at the Closing, the preparation of Financial Statements as required by the Agreement (except as expressly provided to the contrary in this Agreement) and the negotiation,
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 mean all fees, costs and expenses (calculated net of GST) in excess of USD $500,000.00 incurred, paid or payable by the Sellers, the Company or any of their respective Affiliates, for which the Company is liable in connection with the preparation of, or the transactions contemplated by, this Agreement including (i) all legal, accounting, financial advisory, consulting, finders, brokerage, commission, and all other fees and expenses of third parties incurred by the Company (whether paid or unpaid) in connection with the negotiation and effectuation of the terms and conditions of this Agreement, all other agreements, instruments and other documents referenced herein or contemplated hereby, the Acquisition and the other transactions contemplated hereby, including all fees, costs and expenses payable to (1) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, (2) Xxxxx & Xxxxxxxx LLP, (3) Central Xxxxxxxx Law Corporation and (4) Ernst & Young LLP (“Ernst & Young”), and any Taxes incurred in connection with any of the foregoing; (ii) all costs and expenses incurred by the Company in connection with remediation and voluntary self-disclosure of violations related to export controls and OFAC sanctions, any penalties associated with identified non-compliance, and installation of a compliance program; (iii) any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company resulting from the early termination of outstanding Indebtedness in connection with the consummation of the Acquisition and the other transactions contemplated hereby, other than any amounts included in Closing Indebtedness; and (iv) any bonus, severance, change-in-control payments or similar payment obligations (including payments with “single-trigger” provisions triggered at or prior to Closing, but excluding severance payments made after the Closing pursuant to “double-trigger” provisions where an individual is involuntarily terminated by Buyer following the Closing) of the Company that become due or payable in connection with the consummation of the Acquisition and the other transactions contemplated hereby, and any payroll or similar employer-side Taxes payable in connection therewith. For purposes of calculating deductions from the Purchase Price, “Seller Expenses” does not include, to the extent not incurred in connection with the Acquisition or the other transactions contemplated hereby, (1) the Company’s general ongoing legal and financial expenses or (2) costs and expe...
Seller Expenses means, without duplication, and to the extent unpaid as of 00:01 CET am central european time on the the Closing Date, the aggregate amount of liabilities payable by the Group Companies or for which any Group Company or Purchaser could become liable on or after the Closing in connection with the negotiation and consummation of the transactions contemplated by this Agreement or the related documents for (a) the fees and expenses of any brokers, finders, consultants, agents, legal advisors and other advisors, and (b) the amount of stay bonuses, sale bonuses, change of control payments, retention payments or other payments and the amount of the employer’s share of any employment, payroll or social security Taxes with respect to the amounts set forth in this clause (b) of this definition and each not forming part of Financial Indebtedness;
Seller Expenses means, without duplication, (a) all amounts due and payable by the Company as of the Closing for all out-of-pocket costs and expenses incurred by the Company in connection with the negotiation of, and the consummation of the transactions contemplated by, this Agreement with respect to services provided by third-party Representatives, which Seller Expenses shall be estimated in good faith and identified in a written statement delivered by Seller to Purchaser no later than one business day prior to the Closing Date and (b) Change in Control Payments.
Seller Expenses has the meaning set forth in Section 2.6(b).