Seller Transaction Expenses means any and all legal, accounting, consulting, investment banking, agent, brokers’ and finders’ and other similar fees, costs, and expenses of Seller and related to the negotiation, preparation, and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.
Seller Transaction Expenses means, to the extent not paid prior to the Closing, (a) any legal, accounting, financial advisory, broker’s, finder’s and other third party advisory or consulting fees, or other out-of-pocket fees, costs and expenses (other than any fees, costs or expenses in respect of insurance matters and obtaining consents or approvals as addressed by other provisions of this Agreement), incurred or required to be paid by the Transferred Entities and based on arrangements made prior to the Closing by any of the Sellers or any of the Transferred Entities or any of their respective Affiliates in connection with or arising from (1) the preparation, execution, performance and/or consummation of the Sale and (2) any auction or other process leading up to the execution of this Agreement, (b) 25% of any amounts payable by the Transferred Entities under the Benefit Plans (such Benefit Plans, the “Employee Retention Awards”) set forth on Section 1.1(c) of the Company Disclosure Schedule (regardless of when after the Closing such payments are required to be made), including any related payroll Tax obligations resulting therefrom, the Transferred Entities or any of their respective Affiliates in respect of such payments, and, (c) to the extent provided in (and as limited by) Section 10.4, expenses of the Transferred Entities in connection with seeking any third–party consents and approvals in connection with this Agreement. For the avoidance of doubt, certain matters related to Section 280G(b)(5)(B) of the Code shall constitute “Seller Transaction Expenses” as described in Section 5.9(f). Notwithstanding anything herein to the contrary, fees, costs and expenses incurred by any of the Transferred Entities in connection with or related to the Debt Financing (including any amount included as part of the Bank Fee Amount) shall not be Seller Transaction Expenses.
Seller Transaction Expenses means the fees and expenses payable by Seller, the Company and its Subsidiaries arising from, incurred in connection with or incident to this Agreement and the transactions contemplated hereby, which the Company or any of its Subsidiaries incurs or accrues prior to the Closing and remains obligated for at or following the Closing, in each case only to the extent not reflected as a current liability in Net Working Capital.
Examples of Seller Transaction Expenses in a sentence
The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses.
If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers.
Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses.
At least three (3) business days before the Closing Date, the Seller shall prepare and deliver to Buyer a schedule (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of Working Capital, Indebtedness and Seller Transaction Expenses as of 12:01 a.m. on the Closing Date, in each case calculated in accordance with GAAP.
All expenses incurred by the Seller in connection with the authorization, negotiation, preparation, execution and performance of this Agreement and the other agreements referred to herein and the consummation of the transactions contemplated hereby, including without limitation, all fees and expenses of agents, representatives, brokers, counsel and accountants, shall be paid by the Seller ("Seller Transaction Expenses").
More Definitions of Seller Transaction Expenses
Seller Transaction Expenses means (i) all of the fees, costs and expenses incurred by Seller, its members or managers or Principals in connection with, in anticipation of or incident to the negotiation, execution, and delivery of this Agreement or any agreements related hereto, or the transactions contemplated hereby or thereby, or in connection with or in anticipation of any alternative transactions with respect to the Seller, including all fees, costs and expenses payable to attorneys, financial advisors, accountants, consultants or other advisors and all obligations under any engagement letter or other agreement or understanding with any investment bank or broker, (ii) all payments by Seller or Principals to obtain any third party consent required under any Acquired Contract in connection with the consummation of the transactions contemplated by this Agreement, (iii) all obligations that arise in whole or in part as a result of the consummation of the transactions contemplated by this Agreement under any Acquired Contract, Excluded Contract or Seller Plan, including all change of control, severance, retention, stock appreciation, phantom stock or similar obligations or any other accelerations of or increases in rights or benefits, and all employer side payroll Taxes and mandatory matching obligations that are payable or incurred by Seller in connection with or as a result of the satisfaction of such obligations, and (iv) 50% of any Transfer Taxes that are the responsibility of the Seller pursuant to Section 2.2.2.
Seller Transaction Expenses has the meaning set forth in Section 9.14.
Seller Transaction Expenses means (a) all fees, costs and expenses incurred by or on behalf of or payable by the Company or any of its Subsidiaries or by or on behalf of any stockholder of the Company or any of their respective Affiliates (to the extent the Company or any of its Subsidiaries is liable therefor) in respect of the contemplated sale of the Company, including the evaluation, preparation, negotiation, documentation, execution and performance of this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, the solicitation of other potential buyers of the Company or any of its Subsidiaries or any of their respective Affiliates or consideration of other strategic alternatives, including those of all investment bankers, attorneys, accountants, actuaries, consultants, experts or other professionals, if any, engaged by or on behalf of the Company or any of its Subsidiaries in respect of this Agreement and the transactions contemplated hereby; (b) bonuses, retention payments, severance payments and other change-of-control payments payable by the Company or any of its Subsidiaries, in each case, as a result of or in connection with this Agreement or the transactions contemplated hereby (including the employer portion of any withholding, payroll, employment or similar Taxes, if any, associated therewith) (but excluding, for the avoidance of doubt, any “double-trigger” severance or similar payments caused by actions taken by Parent or the Surviving Corporation after the Closing); (c) the employer portion of any withholding, payroll, employment or similar Taxes payable with respect to each In-the-Money Option; (d) any transaction, success, exit, monitoring, management or consulting fees payable to any equityholder of the Company or any Affiliate of such equityholder and any costs and expenses payable to any such equityholder, any Affiliate thereof or any of their respective representatives under any Contract pursuant to which such fees are payable; and (e) for the avoidance of doubt, all amounts payable pursuant to Section 2.10(b)(iv). Anything to the contrary herein notwithstanding, any costs, fees and expenses related to or incurred in connection with (A) directors’ and officers’ liability to the extent relating to matters arising following the Closing in accordance with Section 5.10 and the cost of the D&O Tail Policy pursuant to, and subject to the limitations set forth in, Section 5.10 and (B) the R&W Insurance Policy, including the R&W Insurance...
Seller Transaction Expenses means any outside counsel, investment banking, accounting, financial advisory and other advisory costs, fees and expenses incurred by Seller Parent or any of its Subsidiaries (including the Conveyed Subsidiaries and any of their Subsidiaries) at or prior to the Closing specifically in connection with the Strategic Process conducted by Seller Parent or the negotiation, execution and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Seller Internal Restructurings, other than costs, fees and expenses for which Purchaser or its Affiliates expressly has responsibility (including pursuant to payment, reimbursement, indemnification or other similar obligations set forth herein) pursuant to the terms of this Agreement.
Seller Transaction Expenses means the fees and expenses (including legal, accounting, investment banking, advisory and other fees and expenses) of the Acquired Companies and the Sellers incurred in connection with the negotiation and the consummation of the Contemplated Transactions.
Seller Transaction Expenses means all fees, costs, expenses and disbursements that have not been paid prior to the Closing (including, without limitation, all fees, costs and expenses of attorneys, investment bankers, accountants and other professional advisors) incurred by the Banner Companies or Seller or VION (in either case, to the extent any Banner Company is responsible for payment thereof) in connection with the negotiation, preparation, execution or consummation of the Transaction Documents and the Initial Retention Incentive Plan Amount.
Seller Transaction Expenses means all fees, costs and expenses incurred or payable by or on behalf of the Company or any of its Subsidiaries (including ISG) in connection with or arising out of this Agreement or the planning, structuring, negotiation or consummation of the transactions contemplated hereby, including (a) those of all attorneys, accountants, actuaries, consultants, experts or other professionals, if any, engaged by or on behalf of the Company or any Subsidiary (including ISG) in connection with this Agreement and the transactions contemplated hereby and (b) 50% of the uncapped employer portion of any employment Taxes imposed at a rate of 1.45% on the payment of any amounts taken into account under the definition of “Transaction Tax Benefit” (as defined in Exhibit E); provided, that Seller Transaction Expenses shall not include any fees, costs or expenses incurred by the Company after the Effective Time in relation to or arising out of any interpretation, dispute or Litigation relating to this Agreement or the transactions contemplated hereby (it being agreed that any fees, costs or expenses incurred after the Effective Time by the Representative, including when acting on behalf of the Company or the Fully-Diluted Stockholders, shall be the responsibility of the Representative and shall not be the responsibility of the Company, Parent or any of their respective Subsidiaries (including ISG)).