Transaction Fees and Expenses definition
Transaction Fees and Expenses means all fees and expenses incurred in connection with and arising out of the Transaction and the transactions contemplated thereby and hereby; provided, however, that the aggregate amount of such fees and expenses shall not exceed $2,000,000 in the aggregate.
Transaction Fees and Expenses means all fees and expenses incurred in connection with and arising out of the Transaction.
Transaction Fees and Expenses means (a) all fees and expenses (including all professional fees and expenses) incurred by Sellers or any of their Affiliates (or for which Sellers or any of their Affiliates would otherwise be liable) in connection with or related to the transactions contemplated by this Agreement, and (b) all bonuses or other payments (including any associated withholding, payroll or other Taxes required to be paid by Sellers or any of their Affiliates with respect thereto) to present or former employees, agents and consultants of and to Sellers or any of their Affiliates that become due and payable prior to or as a result of the consummation of the transactions contemplated by this Agreement, but excluding all Transaction Transfer Taxes. No Transaction Fees and Expenses shall be treated as Working Capital Liabilities.
Examples of Transaction Fees and Expenses in a sentence
The Datatel Indemnified Parties, whether under this Agreement or pursuant to Article X of the Merger Agreement, shall not be entitled to recover more than once for the same Datatel Loss and shall not be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Company Transaction Fees and Expenses (as defined in the Merger Agreement) or SMS Closing Net Working Capital.
The “Estimated Merger Consideration” shall mean an amount equal to (A) the Applicable Base Merger Consideration, minus (B) the Estimated Company Transaction Fees and Expenses, plus (C) the amount (if any) by which the Estimated Net Working Capital is greater than the Target Net Working Capital, minus (D) the amount (if any) by which the Estimated Net Working Capital is less than the Target Net Working Capital.
In the event the Merger is consummated, the REIT II Parties agree to pay any REIT I Transaction Fees and Expenses that are not paid by REIT I.
No later than two (2) Business Days before the Closing Date, SunGard Data shall deliver to Parent SunGard Data’s calculations of the Estimated Net Working Capital, the Estimated Company Transaction Fees and Expenses and the Estimated Merger Consideration, with reasonable supporting detail as to such calculations.
The Datatel Indemnified Parties, whether under this Agreement or pursuant to Article X of the Asset Purchase Agreement, shall not be entitled to recover more than once for the same Datatel Loss and shall not be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Company Transaction Fees and Expenses or Closing Net Working Capital.
More Definitions of Transaction Fees and Expenses
Transaction Fees and Expenses means, for any Payment Date, (i) the amount of accrued and unpaid fees (including, without limitation, the Servicing Fee of any successor Servicer), indemnity amounts and reasonable out-of-pocket expenses (but, as to expenses and indemnity amounts (other than amounts paid to the bank holding the Servicer Account (as defined in the Servicing Agreement)), not in excess of (A) $150,000 per calendar year for the Trustee (including in its capacity as Agent), the Owner Trustee, the Securities Intermediary and the Depositary Bank (or, if an Event of Default has occurred and is continuing, without limit), (B) $10,000 per calendar year for the Collateral Trustee (or, if an Event of Default has occurred and is continuing, without limit), (C) $50,000 per calendar year (or, if an Event of Default has occurred and is continuing, without limit) for the Back-Up Servicer (unless they have become the successor Servicer) and (D) $100,000 per calendar year (or, if an Event of Default has occurred and is continuing, without limit) for the successor Servicer (including, without limitation, SST as successor Servicer)), of the Trustee (including in its capacity as Agent), the Securities Intermediary, the Depositary Bank, the Owner Trustee, the Collateral Trustee, the Administrator, the Back-Up Servicer, the Independent Manager and any successor Servicer (including, without limitation, SST as successor Servicer), and (ii) the Transition Costs (but not in excess of $100,000), if applicable.
Transaction Fees and Expenses means (i) all fees and expenses (including all professional fees and expenses) incurred by any Acquired Company (or for which any Acquired Company would otherwise be liable) in connection with or related to the transactions contemplated by this Agreement and that are unpaid obligations of any Acquired Company following the Closing, including for the avoidance of doubt, any fees incurred by the Acquired Companies in connection with obtaining the consents regarding the Credit Agreement Amendments, (ii) all bonuses or other payments to present or former employees, agents and consultants (including the Asset Managers and the manager under the Prior AMA) of and to any Acquired Company that become due and payable prior to or as a result of the consummation of the transactions contemplated by this Agreement and that are unpaid obligations of any Acquired Company following the Closing, (iii) all premiums, costs and expenses associated with the Tail Policy and (iv) fifty percent (50%) of the Transaction Transfer Taxes.
Transaction Fees and Expenses means the fees and expenses of the transactions contemplated by the Purchase Agreement, including fees and expenses relating to (i) the Purchase Agreement and all related agreements (except for the London, Kentucky Agreement), including the negotiation and drafting of all such documents, (ii) the consummation of the transactions contemplated by the Purchase Agreement and all related agreements (except for the London, Kentucky Agreement and all agreements solely related to the London, Kentucky Agreement), (iii) the due diligence investigation by the Major Parties and the Company of the Purchased Assets (excluding the assets being purchased pursuant to the London, Kentucky Agreement and all agreements solely related to the London, Kentucky Agreement), (iv) the negotiation by the Company of the Servicing Agreement and (v) estimated tax, accounting and related expenses; provided, that in the case of fees and expenses under clauses (i), (ii) and (iii), to the extent that any such fees and expenses (including attorneys’ fees and expenses) are related to tax structuring matters incurred at the request of NRZ or Blackstone, including the costs of the formation of additional entities and delivery of legal opinions, such fees and expenses (including attorneys’ fees and expenses shall be for the account of NRZ or Blackstone, as applicable.
Transaction Fees and Expenses means (a) all fees and expenses (including all professional fees and expenses) incurred by the Company (or for which the Company would otherwise be liable) in connection with or related to the transactions contemplated by this Agreement and that are unpaid obligations of the Company following the Closing, and (b) all bonuses or other payments to Business Employees or present or former employees, agents and consultants of and to the Company that become due and payable prior to or as a result of the consummation of the transactions contemplated by this Agreement and that are unpaid obligations of the Company following the Closing, but excluding all Transaction Transfer Taxes.
Transaction Fees and Expenses means the aggregate amount of the fees and expenses of the Company and its Subsidiaries or the Sellers (to the extent paid or payable by the Company on behalf of the Sellers) incurred at or prior to the Closing in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, including any investment banking, brokers, finders and legal fees and including the fees of the Seller Representative (as hereinafter defined), or transfer taxes (including real property transfer taxes, change of control payments, conveyance and recording fees, documentary stamp taxes and all other similar charges); provided, however, that Transaction Fees and Expenses shall not include any expenses or fees incurred in connection with the capitalization of Purchaser and the financing (including broker and agent fees) to consummate the transactions contemplated hereby.
Transaction Fees and Expenses means the sum of all reasonable, actual and documented out-of-pocket costs and expenses of a party incurred in connection with the negotiation and performance of this Agreement, including, without limitation, fees and expenses of counsel, fees and expenses of independent public accountants, printing expenses and registration fees. The Company shall pay to Parent a Termination Fee if (i) this Agreement is terminated by the Company pursuant to Section 8.1(c)(iii), (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d)(i) or Section 8.1(d)(iv) or (iii) this Agreement is terminated by Parent pursuant to Section 8.1(d)(ii), provided, in the case of this clause (iii), that (A) after the date hereof and prior to such termination, a Company Competitive Proposal has been publicly announced and not withdrawn or abandoned at the time of termination, and (B) within one year after such termination, the Company enters into a definitive agreement with respect to such Company Competitive Proposal. If this Agreement is terminated by Parent pursuant to Section 8.1(d)(ii) and the proviso set forth at the end of the preceding sentence is inapplicable, the Company shall pay to Parent the Transaction Fees and Expenses of Parent and Purchaser not to exceed $2,000,000 not later than five business days after submission of statements such fees and expenses to the Company. If this Agreement is terminated by the Company pursuant to Section 8.1(c)(i) or (ii), Parent shall pay to the Company the Transaction Fees and Expenses of the Company not to exceed $2,000,000 not later than five business days after submission of statements for such fees and expenses to Parent. Any Termination Fee or Transaction Fees and Expenses payable pursuant to this Section 8.2(b) shall be paid concurrent with such termination or immediately upon the satisfaction of the conditions to such payment obligation set forth in this Section 8.2(b).
Transaction Fees and Expenses means all fees and expenses incurred by the Parent and its Subsidiaries in connection with the Transaction and the transactions contemplated hereby and thereby; provided, however, that the aggregate amount of such fees and expenses shall not exceed $12,000,000 in the aggregate.