Sellers’ Expenses definition

Sellers’ Expenses has the meaning specified in Section 6.6(a).

Sellers’ Expenses means the aggregate of all fees and expenses payable by the Company or the Sellers in connection with the consummation of the transactions contemplated hereby (or incurred in connection with the transactions hereunder) including any of the foregoing payable to legal counsel, accountants, investment bankers, financial advisors, brokers, finders, or consultants, but excluding Change in Control Payments and any expenses associated with the preparation of Tax Returns and payments associated with the termination and liquidation of the ESOP.

Sellers’ 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 Xxxxxxxx & Shohl LLP, Torys LLP, Sellers’ Financial Advisor and Sellers’ Restructuring Advisor) incurred by or on behalf of the Sellers in connection with the Cases or the Transactions.

Examples of Sellers’ Expenses in a sentence

• In addition, at the Closing Buyer shall deliver to the creditors of the Sellers’ Expenses the amounts set forth on a Certificate of Sellers’ Expenses delivered to Buyer by the Sellers’ Representative at least three (3) Business Days prior to the Closing Date.

• Sellers covenant that no Sellers’ Expenses will be charged to the Company and that Sellers will jointly and severally bear all such expenses.

• The term “Working Capital” means the (i) current assets of the Company (but excluding the Company’s available cash), minus (ii) the current liabilities of the Company, including, accounts payable, accrued expenses, and other current liabilities (but excluding capital leases, any other liabilities relating to Company’s Funded Indebtedness and any other of the Sellers’ Expenses related to the transaction contemplated by this Agreement).

• Subject to ARTICLE IIA, the aggregate cash consideration to be paid by Buyer for the Interests at Closing shall be an amount equal to $28,000,000, minus (i) the aggregate Indebtedness of the Companies as of immediately prior to the Closing minus (ii) the Sellers’ Expenses plus (iii) the aggregate Cash of the Companies as of immediately prior to the Closing.

• Except as provided in Section 1.2.5(d), Article 7 and Article 9, each party shall bear its own expenses incurred in connection with this Agreement and the Contemplated Transactions; provided, that the Sellers shall bear all Closing Date Sellers’ Expenses.

More Definitions of Sellers’ Expenses

Sellers’ Expenses means any and all: (a) legal, accounting, tax, financial advisory, environmental consultants, and other professional or transaction related costs, fees and expenses incurred by the Company or the Sellers in connection with this Agreement or in investigating, pursuing, or completing the transactions contemplated hereby (including any amounts owed to any consultants, auditors, accountants, attorneys, brokers or investment bankers), including (i) all legal fees of Hill Xxxx Xxxxxxxxx, P.A., whenever incurred, (ii) all fees of Leerink Partners LLC, whenever incurred, and (iii) the obtaining of any consent required to be obtained in connection with any of such transactions, (b) compensatory payments, bonuses, deferred bonuses, or severance which becomes due from the Company or is otherwise required to be made by the Company as a result of or in connection with the Closing or as a result of any change in control or similar provisions, and (c) payroll, employment, or other Taxes (if any) required to be paid by the Company with respect to the amounts payable pursuant to this Agreement or incident to the payment of the amounts described in clauses (a) and (b) above. Except as and to the extent they are specifically enumerated in clauses (a) — (c) above, any expenses pertaining to the operation and management of the Company are not “Sellers’ Expenses.”

Sellers’ Expenses means the aggregate payments, costs and expenses incurred by the Company or its Subsidiaries in connection with the Transactions including, without limitation, all amounts in respect of legal, accounting, investment banking and other similar fees and expenses;

Sellers’ Expenses shall have the meaning set forth in Section 9.3.

Sellers’ Expenses means all of the fees, costs and expenses (including fees, costs and expenses of legal counsel, investment bankers, brokers and other representatives and consultants) of the Company incurred in connection with the preparation or negotiation of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.

Sellers’ Expenses means all costs, fees and expenses incurred by the Company or by the Company on behalf of Sellers, in each case in connection with the process of selling the Company or otherwise relating to the negotiation, preparation, execution or consummation of this Agreement and the Transactions, including, without limitation (a) any brokerage fees, commissions, finders' fees or financial advisory fees, (b) the fees and expenses of advisors and consultants in connection with the process of the Transaction and (c) all bonus payments, payments related to mandatory severance benefits, payments related to accrued vacation time, payments related to termination indemnities and seniority premiums but only if and to the extent any such payment under this letter (c) is triggered by the Transaction (whether alone or in connection with other events), but excluding those payments made that are included in the definition of "Outstanding Debt". For the sake of clarity employees’ ordinary annual bonuses unrelated to the Transaction and directors’ annual variable compensation will not be included in the Sellers Expenses.

Sellers’ Expenses means all unpaid fees and expenses of attorneys, accountants, investment bankers and other advisors of the Company and the Subsidiaries relating to the Transactions including, without limitation, the unpaid fees and expenses of Xxxxxx, Xxxx & Xxxxxxx LLP and Xxxxx Xxxxxxx & Co. as well as any and all accrued but unpaid fees and expenses owed to Riverside Partners, LLC pursuant to the Management Services Agreement dated December 7, 2005, as amended. In no event, however, will any fees and expenses incurred by or for the account of Parent, GSI UK or any of their respective Affiliates, or any fees or expenses incurred by the Company or any of the Subsidiaries after the Closing, be considered Seller’s Expenses.

Sellers’ Expenses means the fees and expenses (including VAT, to the extent applicable) incurred by the Sellers' Agent on behalf of the Sellers in connection with the Transaction, as set out in the Pre-Closing Certificate;