Seller Transaction Costs means an amount equal to all unpaid Liabilities as of the Closing relating to transaction costs and expenses incurred by or on behalf of the Sellers prior to the Closing arising from the negotiation, execution and performance of the transactions contemplated by this Agreement, including, without limitation any legal, accounting, broker and other professional fees.
Seller Transaction Costs means all costs and expenses incurred by any Seller and/or any of the Casablanca Subsidiaries in connection with the negotiation, documentation, execution, delivery and performance of this Option Agreement and the Transaction Documents, including, without limitation, the fees and disbursements of counsel, accountants and consultants engaged by Sellers, any Casablanca Subsidiary or any Affiliate thereof, one-half of the fees incurred in connection with obtaining the endorsements to the title insurance policies or endorsements required by Section 4.6 of the Purchase Agreement.
Seller Transaction Costs shall have the meaning specified in Section 1.10(a)(vi) of the Agreement.
Examples of Seller Transaction Costs in a sentence
Sellers shall bear the Seller Transaction Costs and the Buyer shall bear the Buyer Transaction Costs, and to the extent not covered by the foregoing, each party will pay its own costs and expenses.
The selection criteria were: A sample consisting of the majority of the projects that comprised the profit shortfalls announced in September and July 2014; and A risk based sample of other projects from across CSUK which did not form part of the profit shortfalls.The sample, measured by August 2014 year to date revenue, covered approximately 74% of Engineering Services and 58% of Major Projects.
The aggregate purchase price for the Interests is an amount equal to U.S. $425,000,000 (the “Base Purchase Price”) plus (i) the Closing Cash Amount, minus (ii) the Closing Indebtedness Amount, and minus (iii) the Seller Transaction Costs (such amount, as adjusted, the “Purchase Price”).
Notwithstanding the foregoing, (a) Seller Transaction Costs may be paid by SCL or on SCL's behalf by Buyers to the extent such Seller Transaction Costs are incurred prior to the Closing Date and are included in the calculation of the Purchase Price pursuant to Section 1.3 and (b) Buyers, on the one hand, and the Stockholders, on the other hand, each will pay one-half of the filing fees required under the HSR Act and incurred in connection with the sale of the Shares to Buyers.
As of the Completion Date, other than the Seller’s Receivable and the Seller Transaction Costs, there is no outstanding indebtedness or other liability (actual or contingent) owed by a Group Company, and no outstanding contract, commitment or arrangement under which any Group Company owes an obligation to, in each case, the Seller or any of its Representatives.
More Definitions of Seller Transaction Costs
Seller Transaction Costs means all fees, costs and expenses of the Sellers and the Acquired Company (other than fees, costs and expenses incurred on behalf of the Buyer or any Affiliate thereof) in each case, incurred in connection with the negotiation, preparation and execution of this Agreement and the consummation of the Transactions, the auction process involving the potential sale of the Acquired Company to a third party or any other sales process conducted or pursued by the Sellers, the Acquired Company or their Affiliates, whether payable prior to, at or after the Closing Date, including (A) the fees, costs and expenses of counsel to the Acquired Company, and (B) the fees, costs and expenses of investment bankers and any other agents, advisors, consultants and experts engaged by the Acquired Company, and Sellers’ portion of all Transfer Taxes in accordance with Section 6.6.
Seller Transaction Costs any third party fees, costs, expenses, payments and expenditures payable to brokers, finders, financial advisors, investment bankers, legal advisors, accountants or consultants or similar Persons incurred or payable in connection with the Transactions.
Seller Transaction Costs means any professional (or other out-of-pocket) fees, expenses or other costs paid or agreed to be paid or incurred or owing by any Group Company in connection with the Transaction (but not including any amount in respect of VAT for which a Group Company or, if relevant, any other member of the VAT group to which that Group Company belongs, is entitled to credit as input tax).
Seller Transaction Costs has the meaning set forth in Section 11A.
Seller Transaction Costs means all fees, costs and expenses of the Sellers and the Acquired Companies (other than fees, costs and expenses incurred on behalf of the Buyer or any Affiliate thereof), in each case, incurred in connection with the negotiation, preparation and execution of this Agreement and the consummation of the Transactions, the auction process involving the potential sale of the Acquired Companies to a third party or any other sales process conducted or pursued by the Sellers, the Acquired Companies or their Affiliates, whether paid or payable prior to, at or after the Closing Date, including (a) the fees, costs and expenses of counsel to the Acquired Companies, (b) the fees, costs and expenses of investment bankers and any other agents, advisors, consultants and experts engaged by the Acquired Companies, and Sellers’ portion of all Transfer Taxes in accordance with Section 6.6, (c) any transaction or other bonus, phantom equity, change-of-control, retention, severance or other compensatory payments or benefits that are created, accelerated, accrue or become payable to, or in respect of, any present or former employee, independent contractor, officer or director of the Acquired Companies or any other Person, in each case, in connection with or as a result of the transactions contemplated by this Agreement (including the employer portion of any withholding, payroll, employment or similar Taxes, if any, associated therewith) and (d) any amounts payable pursuant to any management, sponsor, advisory or other agreement between the Acquired Companies and any Seller or Affiliate thereof, including any termination fee or other similar payment, in each case, that accrues or becomes payable in connection with or as a result of the transactions contemplated by this Agreement.
Seller Transaction Costs means any professional fees, expenses or other costs paid or incurred or owning (directly in connection with the transaction contemplated by this agreement) by any member of the Group in each case including any VAT or other taxes payable in the ordinary course by any member of the Group in respect of payment of such fees, expenses or costs;
Seller Transaction Costs means, without duplication, any amount for fees, costs and expenses incurred by or on behalf of the Group (to the extent incurred prior to or as a result of the Completion or if incurred after Completion by the Company or Purchaser with approval of the Sellers’ Representative) or the Sellers in connection with the Transaction and in each case to the extent remaining unpaid as of 11:59 pm CET on the date prior to the Completion, including (i) all fees, costs and expenses of lawyers, accountants, investment bankers, brokers, financial and other advisers and service providers (including any electronic data room provider and of the Sellers’ Representative) in relation to the Transaction payable by any Group Company, (ii) all termination, pre-payment, balloon or similar fees or payments (including penalties) resulting from early termination of Contracts or otherwise resulting from or in connection with the Transaction (including the Termination Agreements) (it being understood that any payments resulting from the early termination of Contracts following the Completion shall be deemed not to be “Seller Transaction Costs” and shall be made at the Purchaser Group’s expense), (iii) all payments required to obtain consents, waivers, approvals, terminations or amendments under any Contract of any Group Company as a result of or in connection with the Transaction or as are otherwise required for any Contract to remain in full force and effect as of immediately following the Completion (it being understood that any payments made by Purchaser and/or the Company to obtain consents, waivers, approvals terminations or amendments under Contracts of any Group Company following the Completion shall be deemed not to be “Seller Transaction Costs” and shall be made at the Purchaser Group’s expense), (iv) the employer portion of any payroll or other similar Taxes resulting from any payment made to Securityholders with respect to the Securities held by them or any other compensatory payment made in connection with the Completion of the Transactions, (v) all premiums and other amounts payable to obtain the Company D&O Tail Policy, (vi) one-half of the fees and expenses payable to the Escrow Agent retained in connection with the Transaction, and (vii) all Change in Control Payments.