Transaction Expenses Payment Clause Samples
The Transaction Expenses Payment clause defines how costs and expenses related to a transaction are allocated and paid by the parties involved. Typically, this clause specifies which party is responsible for paying legal fees, due diligence costs, regulatory filing fees, and other transaction-related expenses, either by dividing them between the parties or assigning them to one side. Its core function is to ensure clarity and prevent disputes by explicitly stating who bears the financial burden of completing the transaction.
Transaction Expenses Payment. At the Closing, Purchaser shall pay, or cause to be paid (i) on behalf of the Group Companies, all Specified Transaction Expenses and (ii) the remaining portion of any Shared Expenses that remain unpaid as of immediately prior to the Closing, in each case in accordance with the Preliminary Closing Statement and the Invoices therefor furnished to Purchaser pursuant to Section 6.2; provided that if Purchaser has not received an Invoice for any Specified Transaction Expenses or Shared Expenses at least three Business Days prior to the Closing Date in accordance with Section 6.2 but such Specified Transaction Expenses or Shared Expenses are reflected in the Closing Aggregate Consideration or the Final Closing Aggregate Consideration, Purchaser shall pay, or cause to be paid, such Specified Transaction Expenses or Shared Expenses, as applicable, promptly following Purchaser’s receipt of such Invoice; provided, further, that Seller shall use reasonable best efforts to deliver any such Invoice within 180 days following the Closing Date. In the case of any Transaction Expenses that are payable to Continuing Employees, Purchaser shall cause the applicable Group Company to make payment of such expenses to such Continuing Employees through payroll of the applicable Group Company as soon as practicable after the Closing (and in any event at or prior to the second regularly scheduled payroll of the applicable Group Company following the Closing).
Transaction Expenses Payment. The Purchaser shall pay, or cause to be paid, on behalf of the Seller, the Company and its Subsidiaries, as applicable, all Estimated Transaction Expenses in accordance with the Closing Statement by wire transfer of immediately available funds to the account(s) as may be specified in the Closing Statement or by such other method of payment as may be specified therein, in each case, against receipt by the Company, if so requested by the Purchaser, of invoices from the recipient(s) of such payments.
Transaction Expenses Payment. At the Closing, Purchaser shall pay, or cause to be paid (i) on behalf of the Company and its Subsidiaries, all Estimated Transaction Expenses in accordance with the Closing Statement by wire transfer of immediately available funds to the account(s) as may be specified therein or such other method of payment as may be specified therein and (ii) the remaining portion of any Shared Expenses that remain unpaid as of the Closing to such applicable accounts or by such other applicable methods of payment; provided that to the extent any Transaction Expenses are payable to employees of the Company or its Subsidiaries, Purchaser shall cause the Surviving Company and its Subsidiaries to make payment of such expenses to such employees through payroll of the Surviving Company or its Subsidiaries at or as soon as practicable after the Closing, but no later than two weeks after the Closing.
Transaction Expenses Payment. At Closing, the Company shall make a one time payment to Buyer of $5.0 million with respect to expenses incurred by Buyer in connection with the consummation of the Transactions.
Transaction Expenses Payment. At the Closing, Purchaser shall pay, or cause to be paid (i) on behalf of the Group Companies, all Specified Transaction Expenses in accordance with the Closing Statement and the Invoices therefor furnished to Purchaser pursuant to Section 6.3(b) and (ii) the remaining portion of any Shared Expenses that remain unpaid as of the Closing in accordance with the Closing Statement. In the case of any Transaction Expenses that are payable to Continuing Employees, Purchaser shall cause the applicable Group Company to make payment of such expenses to such Continuing Employees through payroll of the applicable Group Company after the Closing.
Transaction Expenses Payment. Each of CABO, Splitter, Blocker and Blocker Seller shall deliver to the Company, at least four (4) Business Days prior to the Closing Date, a statement setting forth the aggregate amount of all Transaction Expenses incurred by such Person or any of its or their respective Affiliates, along with invoices for each such Transaction Expense. The Company shall pay, or cause to be paid, on behalf of CABO, the Company, Splitter, Blocker, Blocker Seller and each of their respective Affiliates, as applicable, all Transaction Expenses in accordance with such invoices and the Closing Statement by wire transfer of immediately available funds to the account(s) as may be specified in the applicable invoice or by such other method of payment as may be specified therein.
Transaction Expenses Payment. The Purchaser shall pay, or cause to be paid, on behalf of the Seller and the Acquired Companies, as applicable, all Estimated Transaction Expenses in accordance with the Closing Statement by wire transfer of immediately available funds to the account(s) as may be specified in the Closing Statement or by such other method of payment as may be specified therein; provided that any Transaction Expenses owing to a current or former employee of the Company or any of its Subsidiaries shall be paid to the Company or its applicable Subsidiary for payment through the Company’s or applicable Subsidiary’s payroll system (less all required Tax withholdings) in accordance with the arrangements governing such Transaction Expenses, if any.
Transaction Expenses Payment. The Purchaser shall pay, or cause to be paid, on behalf of the Sellers, the Acquired Companies, as applicable, all Estimated Transaction Expenses in accordance with the Estimated Closing Statement by wire transfer of immediately available funds to the account(s) as may be specified therein or by such other method of payment as may be specified therein. To the extent any Transaction Expenses are payable to employees of any of the Acquired Companies, the Purchaser shall pay the amount of such Transaction Expenses to the applicable Acquired Company at the Closing, and the Purchaser shall cause the Acquired Companies to make payment of such expense to such employees through the payroll of the applicable Acquired Company at or as soon as practicable after the Closing, but in no event later than two weeks after the Closing.
Transaction Expenses Payment. At the Closing, Parent shall pay, or cause to be paid, on behalf of itself and each member of the Company Group, all Transaction Expenses in accordance with the Closing Statement by wire transfer of immediately available funds to the account(s) of the relevant member(s) of the Company Group as may be specified therein and such Company Group member(s) shall pay such Transaction Expenses to the parties to which such amounts are owed; provided that any amounts treated as compensation to any current or former employee of Parent or any member of the Company Group shall be paid to Parent or the applicable member of the Company Group, which shall pay such amounts, less applicable withholding Taxes, to the applicable employees effective immediately prior to the Closing.