Estimated Transaction Expenses Sample Clauses

The Estimated Transaction Expenses clause defines the anticipated costs associated with completing a transaction, such as legal fees, regulatory filing charges, or due diligence expenses. This clause typically outlines which party is responsible for paying these expenses and may set a cap or provide a breakdown of the estimated amounts. Its core function is to allocate financial responsibility for transaction-related costs, ensuring both parties have clarity on their obligations and helping to prevent disputes over unexpected expenses.
Estimated Transaction Expenses as to the Estimated Transaction Expenses, by the Purchaser or the Corporation, as applicable, paying such amount by wire transfer of immediately available funds to the payees thereof in accordance with Section 2.4;
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Estimated Transaction Expenses. At least two (2) Business Days prior to the Closing Date, the Company shall provide to Parent a statement (the “Statement of Estimated Transaction Expenses”) setting forth the Company’s good faith calculation of an estimate of (which estimate shall include such reserves as the Company determines in good faith to be appropriate for any expenses that are not then known or determinable) the Transaction Expenses (segregated by payee, to the extent reasonably known or anticipated), incurred (but not yet paid) that have been incurred prior to Closing and that may be incurred at or after the Closing (“Estimated Transaction Expenses”). Parent shall have an opportunity to review with the Company and object to (but not determine) all or any part of the Estimated Transaction Expenses, such review to be reasonably prompt and any objection to be reasonable and in good faith. In the event that Parent shall object to any portion of the Estimated Transaction Expenses, Parent and the Company shall discuss Parent’s objections in good faith.
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Estimated Transaction Expenses. Seller shall, at least five (5) Business Days prior to the Closing Date, cause to be prepared and delivered to Purchaser a statement (the “Transaction Expenses Statement”) setting forth a good faith, reasonable estimate of the Transaction Expenses incurred prior to the Closing and/or that may be incurred at or after the Closing (segregated by payee, to the extent reasonably known or anticipated) that have been paid and/or are payable by the Company or any Company Subsidiary, which estimate shall include such reserves as Seller determines, in good faith, to be appropriate for any expenses that are not then known or determinable (the “Estimated Transaction Expenses”).
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Estimated Transaction Expenses. On behalf of Parent or any Acquired Entity, the Estimated Transaction Expenses, by wire transfer of immediately available funds, to the payee(s), in the amounts, and to the accounts specified in the Closing Statement;
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Estimated Transaction Expenses. On behalf of Seller, and at the direction of Seller, Buyer shall deliver payment by wire transfer or delivery of other immediately available funds to the accounts designated by the applicable payees to the appropriate parties in respect of the Estimated Transaction Expenses, pursuant to payoff letters or invoices delivered by such parties to Buyer and Seller, in form and substance reasonably satisfactory to Buyer and Seller, which amounts will be estimated to satisfy in full any monies owed by the Seller in connection with the transactions contemplated in this Agreement. Amounts paid on behalf of Seller pursuant to this Section 1.05(c) shall be deemed made immediately prior to the Closing by Seller for all purposes of this Agreement.
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Estimated Transaction Expenses. No more than five (5), but at least two (2), Business Days prior to the Closing Date, the Equityholders’ Representative shall deliver to Purchaser a schedule (the “Estimated Transaction Expense Schedule”) setting forth the Acquired Companies’ good faith estimate of the aggregate amount of all Transaction Expenses that will be unpaid and outstanding as of immediately prior to the Closing and the portion thereof to be paid to each recipient of such Transaction Expenses (the “Estimated Transaction Expenses”).
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Estimated Transaction Expenses. Section 3.6 of the Company Disclosure Letter sets forth a complete and correct itemized list of the Transaction Expenses paid as of the date of this Agreement, and an itemized list of the outstanding and anticipated Transaction Expenses as of the Closing Date (the “Estimated Transaction Expenses”), with each such itemized expense to be accompanied by reasonable supporting detail.
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Related to Estimated Transaction Expenses

  • Transaction Expenses Whether or not the transactions contemplated hereby are consummated, the Company will pay (and indemnify the Purchasers for) all costs and expenses (including reasonable attorneys’ fees of a single special counsel hired by the Purchasers and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers, and each other holder of a Bond in connection with such transactions (including in connection with the filing or recordation of all financing statements and instruments as may be required by the Purchasers or the Trustee in connection with this Agreement or any Bond Document, or any amendment thereto, including, without limitation, all documentary stamps, recordation and transfer taxes and other costs and taxes incident to recordation of any document or instrument in connection herewith) and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Bonds (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the other Bond Documents or the Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the other Bonds Documents or the Bonds, or by reason of being a holder of any Bond, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Bonds and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by the Purchasers). The Company agrees to save harmless and indemnify each Purchaser from and against any liability resulting from the failure to reimburse such Purchaser for any required documentary stamps, recordation and transfer taxes, recording costs, or any other expenses incurred by such Purchaser in connection with this Agreement which are required by the terms of this Agreement to be paid or reimbursed by the Company.

  • Acquisition Expenses Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or development of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums.

  • Collection Expenses The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

  • Litigation Expenses If either party successfully seeks to enforce any provision of this Agreement or to collect any amount claimed to be due under it, this party will be entitled to reimbursement from the other party for any and all of its out-of-pocket expenses and costs including, without limitation, reasonable attorneys' fees and costs incurred in connection with the enforcement or collection.

  • Payment of valuation expenses Without prejudice to the generality of the Borrowers’ obligations under Clauses 21.2, 21.3 and 22.3, the Borrowers shall, on demand, pay the Agent the amount of the fees and expenses of any Approved Broker or other expert instructed by the Agent under this Clause 15 and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause 15.