Fees at Closing Sample Clauses

Fees at Closing. Borrower shall have paid at the time of execution of this Agreement (the "Closing"), or shall at Closing authorize the payment by direct charge to the Borrower's account with the Bank (subject to any credit for payments made to the Bank prior to Closing), the following: (a) Closing Fee - N/A; (b) Collateral Management Fee - N/A; (c) the Bank's attorney's fee and disbursements, including fees for all searches, certificates and filings.
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Fees at Closing. On the Closing Date, the Company shall pay or reimburse Purchasers for the Fees and Expenses incurred through the Closing, payable at the Closing as set forth on Schedule 2.2 (which Schedule 2.2 shall be delivered to the Company one Business Day prior to Closing) and include a reasonable estimate of Fees and Expenses still to be incurred through the Closing, which payments shall be made through a reduction in the Purchase Price; provided that, such Fees and Expenses payable at the Closing shall not exceed $200,000.
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Fees at Closing. On the Closing Date, the Obligors shall (a) pay to the Purchaser a closing fee of $40,000.00 ($25,000 of which was received prior to the Closing) and (b) reimburse up to $40,000 of the reasonable out-of-pocket expenses (including, fees, charges and disbursements of counsel and consultants) of the Purchaser incurred in connection with (i) the negotiation and execution and delivery of this Agreement and the other Investment Documents and their due diligence investigation, and (ii) the transactions contemplated by this Agreement and the other Investment Documents, which payments shall be made by wire transfer of immediately available funds to an account or accounts designated by the Purchaser.
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Fees at Closing. On the Closing Date, the Company shall (a) pay to Purchaser the fees set forth in the Fee Letter and (b) pay or reimburse Purchaser for all Purchaser’s Expenses, which payments shall be made, at the option of Purchaser, by wire transfer of immediately available funds to an account or accounts designated by Purchaser or through an offset of the Purchase Price. The Company shall also pay on the Closing Date and on each other date provided in the Fee Letter any other fees in accordance with the terms of the Fee Letter.
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Fees at Closing. Concurrently with the execution hereof, the --------------- Company shall (a) pay to Whitney a debt placement fee of $600,000, (b) pay to Whitney a transaction fee of 113,793 shares (the "TRANSACTION FEE SHARES") of Common Stock in connection with the Elekta Purchase Agreement and (c) reimburse all of the Purchaser's and Whitney's reasonable out-of-pocket expenses (including, without limitation, reasonable fees, charges, disbursements of counsel (including ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇▇ & Maw and Stibbe Simont ▇▇▇▇▇▇▇ Dubot) and travel expenses) incurred in connection with (i) the negotiation and execution and delivery of this Agreement and the Transaction Documents and the Purchaser's due diligence investigation and (ii) the transactions contemplated by this Agreement and the other Transaction Documents, which payments shall be made, if in cash, by wire transfer of immediately available funds to an account or accounts designated by the Purchaser and, if in Common Stock, as set forth herein.
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Fees at Closing. Concurrently with the execution hereof, the Company shall (a) reimburse the Whitney Entities' reasonable out-of-pocket expenses (including, without limitation, fees, charges and disbursements of counsel and consultants) incurred in connection with (i) the negotiation and execution and delivery of this Agreement and the Transaction Documents and the Whitney Entities' due diligence investigation, (ii) the transactions contemplated by this Agreement and the Transaction Documents; (b) pay to or for the account of each Purchaser an amount equal to 1.75% of the principal amount of the Note being purchased by each such Purchaser pursuant to this Agreement; and (c) pay any other amount owed to, or for the account of, the Whitney Entities through the Closing Date, all of which payments shall be made by wire transfer of immediately available funds to an account or accounts designated by WMF.
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Fees at Closing. Concurrently with the execution hereof, the Company shall (a) pay to KPP, $105,000 (reflecting a facility fee of $180,000 less $75,000 previously paid by the Company), and (b) reimburse all of KPP's reasonable out-of-pocket expenses (including, without limitation, reasonable fees, charges and disbursements of counsel to KPP) incurred in connection with (i) the negotiation and execution and delivery of this Agreement and the Transaction Documents and KPP's due diligence investigation; and (ii) the transactions contemplated by this Agreement and the Transaction Documents, which payments shall be made by wire transfer of immediately available funds to an account or accounts designated by KPP.
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Fees at Closing. Concurrently with the execution hereof, the Borrower shall (a) pay to each Purchaser the placement fee set forth on Schedule 2.15 and (b) reimburse all of the Purchasers' reasonable out-of-pocket expenses (including, without limitation, fees, charges and disbursements of counsel and consultants) incurred in connection with (i) the negotiation and execution and delivery of this Agreement and the Note Transaction Documents and the Purchasers' due diligence investigation and (ii) the transactions contemplated by this Agreement and the Note Transaction Documents, which payments shall be made by wire transfer of immediately available funds to an account or accounts designated by the Purchasers.
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Fees at Closing. On the Effective Date, the Company shall (a) pay to Whitney Management a placement fee equal to one percent (1%) of the principal amount of the Amended Note, and (b) reimburse all of Whitney Management's and the Purchaser's reasonable out-of-pocket expenses (including, without limitation, fees, charges and disbursements of counsel and consultants) incurred in connection with (i) the negotiation and execution and delivery of this Amendment and the documents related to this Amendment (including, without limitation the Senior Credit Agreement) and Whitney Management's and the Purchaser's due diligence investigation, and (ii) the transactions contemplated by this Amendment and those documents, which payments shall be made by wire transfer of immediately available funds to an account or accounts designated by the Purchaser.
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Related to Fees at Closing

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Transactions at the Closing The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority.

  • Actions at Closing At the Closing, the following actions will take place: (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. (b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

  • Cash at Closing At Closing, Purchaser shall pay to Seller, by wire transferred current federal funds, an amount equal to the Purchase Price, minus the sum of the ▇▇▇▇▇▇▇ Money which Seller receives at Closing from the Escrowee, and plus or minus, as the case may require, the closing prorations and adjustments to be made pursuant to Section 4(C) below.