Seller Transaction Fees definition

Seller Transaction Fees means all legal, accounting, tax, consulting and financial advisory and other fees and expenses incurred by the Companies or Seller in connection with the transactions contemplated hereby.
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Seller Transaction Fees means all reasonable fees, costs and expenses incurred by the Seller prior to Closing in connection with or arising out of the planning, structuring, negotiation or consummation of this Agreement and the Contemplated Transactions, including all fees and expenses of legal counsel (John O. Houchins, Esq.), accountants (Holtman, Wagner & Company, LLX), xxxxxxxxxxx (GDS Associates, Inc.), xxxxxxs, xxxxxcial advisors (First Southwest Company) and other professionals.
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Seller Transaction Fees means the sum of all legal, investment banking and other advisory costs and expenses incurred or accrued by or on behalf of the Seller or KTC on or prior to the Closing Date in connection with the transactions contemplated by this Agreement, to the extent not paid by the Seller on or prior to the Closing Date and that at such time remain the obligation of KTC. In no event shall any fees, expenses or costs incurred by the Buyer or its Affiliates constitute Seller Transaction Fees.
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Examples of Seller Transaction Fees in a sentence

  • Seller shall pay the Seller Transaction Fees and Purchaser shall pay the Purchaser Transaction Fees; provided, however, that the Companies may pay the Seller Transaction Fees so long as such Seller Transaction Fees are either paid prior to Closing or included in the Final Closing Net Assets Statement.

  • Subject to Section 2.12, all costs and expenses incurred by the Seller Group in connection with the transactions contemplated herein (including the Seller Transaction Fees) shall be the liability of the Seller.

  • In the case of the Seller, all unpaid Seller Transaction Fees as of the Closing Date that are at such time the obligation of the Taiwan Owner or KTC shall be deducted from the Purchase Price.

  • Ltd is a subsidiary company of GGV Ltd., established for the purpose of operating the Leeds casino.

  • If the estimated fees and expenses incurred and to be incurred by Seller and the Seller Subsidiaries in connection with this Agreement, the Ancillary Agreements or the Transactions (the "Seller Transaction Fees") have not been paid prior to the Closing, such Seller Transaction Fees shall be reflected (without duplication) on a dollar for dollar basis as a liability in the Seller Closing Working Capital, even if such Seller Transaction Fees are conditioned on the Closing.

  • At least four (4) business days prior to the Closing, the Sellers shall provide the Buyer with the amount of Seller Transaction Fees projected immediately prior to the Closing and a detailed break-down thereof, and the Companies shall have no liability for any expenses of the Sellers following the Closing Date.

  • If the estimated fees and expenses incurred and to be incurred by Seller and the Seller Subsidiaries in connection with this Agreement, the Ancillary Agreements or the Transactions (the “Seller Transaction Fees”) have not been paid prior to the Closing, such Seller Transaction Fees shall be reflected (without duplication) on a dollar for dollar basis as a liability in the Seller Closing Working Capital, even if such Seller Transaction Fees are conditioned on the Closing.

  • Subject to the Seller Transaction Fees Limit, Purchaser covenants and agrees to reimburse Seller for all professional legal services required by Seller to assist Purchaser with its STMP application with the TCEQ in accordance with Section 8.1(j) and Section 11.

  • Any Seller Transaction Fees so deducted shall thereafter be the responsibility of the Buyer for payment as a post-Closing obligation.

Related to Seller Transaction Fees

  • Transaction Fees means fees paid or payable by the Service Recipients, which are on market terms, with respect to financial advisory services ordinarily carried out by investment banks in the context of mergers and acquisitions transactions.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Acquisition Fees means the fee payable to the Advisor pursuant to Section 8.01 plus all other fees and commissions, excluding Acquisition Expenses, paid by any Person to any Person in connection with making or investing in any Property or other Permitted Investment or the purchase, development or construction of any Property by the Company. Included in the computation of such fees or commissions shall be any real estate commission, selection fee, Development Fee, Construction Fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be Development Fees and Construction Fees paid to Persons not Affiliated with the Advisor in connection with the actual development and construction of a Property.

  • Transaction Fee means the fee, in respect of a Sub-Fund, which may be charged for the benefit of the Trustee, the Registrar and/or the Service Agent or the Conversion Agent (as the case may be) to each Participating Dealer on each Dealing Day upon which an Application has been or Applications have been made by the relevant Participating Dealer.

  • Origination Fees means the fee payable to the Advisor pursuant to Section 8.02 plus all other fees and commissions, excluding Acquisition Expenses, paid by any Person to any Person in connection with making or investing in any Loan by the Company.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

  • Acquisition Fee means any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with making or investing in Mortgages or the purchase, development or construction of a Property, including real estate commissions, selection fees, Development Fees, Construction Fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be Development Fees and Construction Fees paid to any Person not affiliated with the Sponsor in connection with the actual development and construction of a project.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Securitization Fees means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with any Qualified Securitization Financing.

  • 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.

  • Final Transaction Expenses has the meaning set forth in Section 3.2(b).

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Origination Fee means any origination fee payable to the Department by the lender with respect to any Trust Student Loan.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • Disposition Fee shall have the meaning set forth in Section 8.03.

  • Sponsor Termination Fees means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors in the event of either a Change of Control or the completion of a Qualifying IPO.

  • Other Transaction Documents means the Transaction Documents other than this Agreement.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Assumption Fees With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), any and all assumption fees of such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) for transactions effected under Section 3.09(a), 3.09(b) and 3.09(c) of this Agreement (excluding assumption application fees), actually paid by the related Mortgagor and other applicable fees (not including assumption fees and/or assumption application fees) actually paid by the related Mortgagor in accordance with the related Loan Documents, with respect to any assumption or substitution agreement entered into by the Master Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Loan Combination, on behalf of the Trust and the related Serviced Companion Loan Holder(s)) pursuant to Section 3.09(a) of this Agreement or paid by the related Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Servicing Fees With respect to each Mortgage Loan and REO Loan, the Master Servicing Fee and the Special Servicing Fee.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.