Shared Transaction Expenses means, collectively, Original Shared Transaction Expenses and Subsequent Shared Transaction Expenses.
Shared Transaction Expenses means, without duplication, the fees and expenses paid or payable by the Company or any of its Subsidiaries to third parties, whether or not invoiced, incurred in connection with the negotiation and preparation of this Agreement or the Transaction Documents, the performance of the terms of this Agreement and the Transaction Documents and the consummation of the Transactions contemplated herein and therein, including (a) the Debt Financing Expenses, (b) fees and expenses related to the preparation of pro forma financial statements of the Company (including audit fees), (c) fees and expenses of separation, integration, synergy, information technology and other consultants mutually selected by MCK and Echo Holdco and (d) Transfer Taxes. For the avoidance of doubt, Shared Transaction Expenses shall not include (v) the Debt Breakage Costs, (w) the MCK Transaction Expenses or (y) the Echo Holdco Transaction Expenses.
Shared Transaction Expenses means, collectively, all expenses and fees incurred (A) by the Joint Advisers (as defined below), except to the extent incurred solely for the benefit of one Investor, and (B) otherwise for the benefit of the Investors as mutually agreed in writing by MBKP and Horizon.
Examples of Shared Transaction Expenses in a sentence
The IIA Parties hereby acknowledge and agree that, except for the Baring Fees, in no event shall Baring bear, or have any obligation to pay, any Shared Transaction Expenses or Shared DD Expenses, any and all of which shall be borne by the other parties to the Interim Investors Agreement.
All related premiums and fees for the NewCo Insurance Programs shall be Shared Transaction Expenses or expenses of NewCo from and after the Closing.
Such Shared Transaction Expenses and Financing Expenses shall be paid by the proceeds of the Debt Financing (and the Parties shall ensure that there shall be drawn thereunder an amount sufficient to pay such Shared Transaction Expenses and Financing Expenses) and shall not reduce the Closing Cash Amount.
By not later than 15 Business Days prior to the Closing Date, each of AT&T and Investor shall prepare and deliver to the other Parties a statement (an “ Expense Reimbursement Statement”) setting forth any Shared Transaction Expenses and Financing Expenses for which AT&T or Investor, as applicable, expect it would be entitled to reimbursement pursuant to this Section 3.3 and the terms hereof.
More Definitions of Shared Transaction Expenses
Shared Transaction Expenses means (a) any Transaction Expenses (other than audit, legal, accounting, financial or other advisory costs, fees and expenses) incurred in (i) the preparation, printing and mailing of the Proxy Statement/Prospectus and the Canadian Information Circular and (ii) the solicitation of the SPAC Stockholders and Company Shareholders and (b) SEC registration fees and fees payable to other securities regulators.
Shared Transaction Expenses shall have the meaning as defined in Section 2.3(d). "Shared Transaction Expense Settlement Amount" shall have the meaning as defined in Section 2.3(d). "Skilled Nursing Assets" shall mean, collectively, all the rights and assets of GranCare and its Subsidiaries immediately prior to the Time of Distribution that are not Institutional Pharmacy Assets, including, without limitation, (i) all outstanding capital stock or other interests of SNFCo in the SNFCo Subsidiaries listed on Schedule 1.1(a), (ii) the right to the name "GranCare" and the other trademarks, trade names, logos, symbols and similar marks listed in Schedule 1.1(d) and (iii) rights arising pursuant to the Company Policies to the extent set forth in Article V hereof. Notwithstanding the foregoing, the Skilled Nursing Assets shall not include any assets retained by GranCare or any of the Pharmacy Subsidiaries pursuant to the terms of any Ancillary Agreement. "Skilled Nursing Business" shall mean the skilled nursing, contract management, home health and assisted living business conducted by GranCare, SNFCo and their respective Subsidiaries and successors. "Skilled Nursing Liabilities" shall mean, collectively, (i) all of the Liabilities of GranCare and its Subsidiaries immediately prior to the Time of Distribution (which shall include any LTC Liabilities and any Liabilities to HRPT (other than the fees associated with obtaining the HRPT Consent) other than the Institutional Pharmacy Liabilities, (ii) all the Liabilities of SNFCo and the SNFCo Subsidiaries, if any, under this Distribution Agreement and any of the Ancillary Agreements (the Liabilities listed in clauses (i) through (ii) above being collectively referred to as the "True SNFCo Liabilities"), (iii) one-half (1/2) of the amount of all Shared Liabilities, unless otherwise allocated in this Distribution Agreement and (iv) Liabilities as a result of the breach of GranCare's representations and warranties set forth in Section 4.09 of the Merger Agreement. "SNFCo Common Stock" shall mean the common stock of SNFCo. "SNFCo Indemnitees" shall mean SNFCo, each SNFCo Subsidiary, the directors and officers of SNFCo and the SNFCo Subsidiaries and each of the heirs, executors, successors and assigns of any of the foregoing. "SNFCo Subsidiaries" shall mean all of the subsidiaries of GranCare other than SNFCo and the Pharmacy Subsidiaries, including, without limitation, those Subsidiaries listed on Schedule 1.1(a) hereto. "Solicitation" shall have the ...
Shared Transaction Expenses means, collectively, all expenses and fees incurred by (i) advisers or consultants that are retained by the Company and whose expenses and fees are to be reimbursed by Baring or its Affiliates, (ii) Advisers (as defined below), and (iii) advisers or consultants that are retained by the Investors acting jointly pursuant to Section 1.9; provided that Shared Transaction Expenses shall not include any expenses or fees of any of the foregoing advisers or consultants to the extent such expenses or fees of such advisers were incurred in respect of services not provided to the Consortium and only to one Investor (including in connection with the preparation of this Agreement, any term sheet or similar agreements among consortium members prior to the date hereof, and any applicable Other Investment Documents), which shall be borne solely by such Investor. Notwithstanding the foregoing, in the event that the Parties mutually agree that CPPIB will no longer be an Investor on a given date in circumstances in which CPPIB is not a Breaching Party, (i) CPPIB shall only be responsible for its portion of the Shared Transaction Expenses incurred on or prior to such date, and (ii) CPPIB shall not be responsible for any Shared Transaction Expenses (and it shall be promptly reimbursed to the extent it has already paid for any such Shared Transaction Expenses) in the event that the Transactions (without the participation of CPPIB or any of its Affiliates) are consummated (in which case, Section 1.08(d) shall apply).
Shared Transaction Expenses means the fees and expenses involved in hosting an electronic documentation site established by Xxxxxxx Corporation on behalf of Seller.
Shared Transaction Expenses means, to the extent such costs, fees and expenses have not been paid prior to the Closing, (a) the costs, fees and expenses of the Lender and other Debt Financing Sources that are subject to payment or reimbursement by Navistar Defense in accordance with the definitive documentation evidencing the Debt Financing, (b) the premium, underwriting fees, surplus lines taxes, broker commissions, and other out-of-pocket costs and expenses paid by or on behalf of the Investor in connection with obtaining a buyer-side representation and warranty insurance policy in connection with the Contemplated Transaction (such policy the “R&W Insurance Policy”) (c) all costs, fees and expenses incurred or payable by or on behalf of Investor in connection with the due diligence, negotiation, execution and delivery of this Agreement and the Ancillary Agreements or the consummation of the Contemplated Transactions (including, for the avoidance of doubt, all third party advisor costs, fees and expenses in connection therewith), (d) 100% of the HSR filing fees and any foreign antitrust filings fees in connection with the Contemplated Transactions and (e) the out-of-pocket costs and expenses, if any, of conducting the Inventory Count.
Shared Transaction Expenses means (a) third party fees and expenses related to the preparation of pro forma financial statements of NewCo (including audit fees), (b) third party fees and expenses of separation, integration, synergy, information technology and other consultants mutually selected by AT&T and NewCo, (c) third party fees and payments to any Governmental Entity (including filing fees) and all legal, economist and other professional fees incurred in order to obtain any consent, clearance, registration, assignment, approval, Permit or authorization or any expiration or termination or a waiting period, (d) premiums and fees incurred pursuant to Section 6.10, (e) fees and expenses related to the rebranding of the Business of any portion thereof, (f) AT&T Transaction Expenses that are incurred before or at the Closing not to exceed the amount of the Investor Transaction Expenses that are incurred before or at the Closing multiplied by the Membership Percentage of AT&T and divided by the Membership Percentage of Investor, and (g) Investor Transaction Expenses that are incurred before or at the Closing, which costs and expenses in the foregoing clauses (a) – (g) above shall be calculated consistent with the methodology set forth in the Transaction Expenses Schedule.
Shared Transaction Expenses means, collectively, Original Shared Transaction Expenses and Subsequent Shared