Closing Transaction Expenses definition

Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

Closing Transaction Expenses has the meaning set forth in Section 2.3(a).

Closing Transaction Expenses means the aggregate amount of all unpaid Transaction Expenses as of immediately prior to the Closing.

Examples of Closing Transaction Expenses in a sentence

• The Parties shall cooperate in arranging for the repayment of the Estimated Closing Indebtedness and Estimated Closing Transaction Expenses at the Closing.

• The aggregate consideration payable for the Units (the “Merger Consideration”) is equal to: (a) Base Amount; plus (b) the Closing Cash; either (c) plus the Closing Working Capital Excess (if any) or minus the Closing Working Capital Shortfall (if any); minus (d) the Closing Indebtedness; minus (e) the Closing Transaction Expenses.

• For the avoidance of doubt, amounts included in the determination of Closing Net Indebtedness, Closing Transaction Expenses and Pension Plan Purchase Price Adjustment shall be excluded from the determination of the Modified Working Capital.

• The Investor shall promptly inform the Company of the aggregate amount of Transaction Expenses incurred through the Initial Closing (the “Initial Closing Transaction Expenses”), and shall provide documentation, reasonably satisfactory to the Company, of such Initial Closing Transaction Expenses.

• Within three Business Days after receipt of such documentation, the Company shall reimburse the Investor, by wire transfer of immediately available funds, in an amount equal to the aggregate amount of Initial Closing Transaction Expenses, which shall not exceed $900,000.

More Definitions of Closing Transaction Expenses

Closing Transaction Expenses means the amount of unpaid Transaction Expenses of the Company as of the close of business on the Business Day immediately preceding the Closing Date.

Closing Transaction Expenses has the meaning set forth in Section 1.15(b).

Closing Transaction Expenses means all Transaction Expenses unpaid as of the close of business on the day immediately preceding the Closing Date.

Closing Transaction Expenses is defined in Section 2.6(a).

Closing Transaction Expenses means the aggregate amount of (A) any and all third party fees and expenses incurred by, or to be paid directly by, any Acquired Company or assumed as an Assumed Liability in connection with the negotiation, preparation or execution of this Agreement or the Ancillary Agreements or the performance or consummation of the transactions contemplated hereby or thereby (including the Pre-Closing Transactions), including all fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors and any other experts in connection with the transactions contemplated hereby (including any process run by or on behalf of PKI in connection with such transactions), (B) retention, change in control, transaction, severance or other payments and benefits payable to Business Employees by any of the Acquired Companies (or otherwise constituting an Assumed Liability) arising out of or relating to the transactions contemplated by this Agreement (whether such payments are contingent upon the occurrence of the Closing alone or in connection with another event) that occurs before the Closing), (C) the Acquired Companies’ portion of (or any Assumed Liability with respect to) applicable payroll, employment or similar Taxes and any “tax gross-up” payment due or payable as a result of or in connection with such payments and benefits described in clause (B), and (D) any and all costs, fees, expenses and other amounts incurred in connection with the preparation of the Audited Financial Statements and the Interim Post-Signing Financial Statements, in each case to the extent such costs and expenses shall not have been paid in full as of the Calculation Time (but assuming consummation of the transactions contemplated by this Agreement).

Closing Transaction Expenses means Company Transaction Expenses that are unpaid as of the Measurement Time.

Closing Transaction Expenses means, as of immediately before the effective time of the Closing (as set forth in Section 2.05(a)), the aggregate amount, without double counting, of all Transaction Expenses of the Transferred Entities and Transaction Expenses of the Business to the extent (if any) included in the Assumed Liabilities.