Final Transaction Expenses definition

Final Transaction Expenses has the meaning set forth in Section 3.2(b).

Final Transaction Expenses means the Transaction Expenses, as finally agreed or determined in accordance with Section 2.8, Section 2.9 and Section 2.10.

Final Transaction Expenses means the Transaction Expenses, if any, as set forth in the Final Closing Statement as prepared and finalized in accordance with Sections 1.5 and 1.6.

Examples of Final Transaction Expenses in a sentence

• No Party shall be entitled to be indemnified, defended, held harmless or reimbursed for, from or against any Damages (and such Damages shall not be counted against the Threshold or any other limitation to indemnification hereunder) pursuant to this Article IX if such Damages are accounted for in the calculation of the Final Net Working Capital, the Final Closing Indebtedness, the Final Closing Cash or the Final Transaction Expenses.

• The Adjustment Statement so revised shall be deemed to set forth the final, conclusive and binding Final Working Capital, Final Closing Indebtedness, Final Transaction Expenses and Final Closing Cash, in each case, for purposes of this Agreement (including the determination of the Downward Adjustment Amount or Upward Adjustment Amount, as applicable).

• In the event no Dispute Notice is given within such 60-day period, the Closing Indebtedness, the Closing Transaction Expenses, the Closing Cash, and the Closing Working Capital set forth in the Post-Closing Statement will be deemed the Final Indebtedness, the Final Transaction Expenses, the Final Cash, and the Final Working Capital, respectively.

• The aggregate consideration for the Transferred Subsidiaries Interests, Transferred Assets and Assumed Liabilities shall be an amount in cash equal to (i) the Enterprise Value, plus (ii) the Final Closing Date Cash, minus (iii) the Final Closing Date Indebtedness, minus (iv) the Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number) (the calculation resulting from clauses (i), (ii), (iii), (iv) and (v), the “Final Purchase Price”).

• For purposes of determining income Taxes for which the Seller shall be responsible in respect of any such short taxable year or deemed short taxable year, such amounts equal to any item of loss or deduction properly deductible for U.S. federal, state or local income tax purposes resulting from or attributable to the Final Transaction Expenses and Final Indebtedness shall be treated as deductible in a Pre-Closing Tax Period.

More Definitions of Final Transaction Expenses

Final Transaction Expenses is defined in Section 2.5.5.

Final Transaction Expenses means the Closing Transaction Expenses, (x) as shown in the Closing Statement if no Notice of Disagreement with respect thereto is duly and timely delivered pursuant to Section 1.3 or (y) if such a Notice of Disagreement is so delivered, as agreed by Seller and Buyer pursuant to Section 1.3 or (z) if such Notice of Disagreement is so delivered and in the absence of such agreement, as shown in the Arbiter’s calculation delivered pursuant to Section 1.3.

Final Transaction Expenses has the meaning ascribed to such term in Section 1.2(c)(v).

Final Transaction Expenses means (a) if a notice of disagreement with respect thereto is not delivered pursuant to a Purchase Price Dispute Notice, the Transaction Expenses set forth in the Closing Statement or (b) if a notice of disagreement with respect thereto is delivered pursuant to a Purchase Price Dispute Notice, the Transaction Expenses, as agreed by Seller and Buyer pursuant to Section 1.2(c)(ii) or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 1.2(c)(iii).

Final Transaction Expenses. Section 2.9(b)(ii)

Final Transaction Expenses means the Transaction Expenses as finally determined pursuant to Section 1.5.

Final Transaction Expenses means (a) if a notice of disagreement with respect thereto is not delivered pursuant to a Purchase Price Dispute Notice, the Transaction Expenses set forth in the Closing Statement; or (b) if a notice of disagreement with respect thereto is delivered pursuant to a Purchase Price Dispute Notice, the Transaction Expenses, as agreed by Seller and Buyer pursuant to Section 1.3(c)(ii) or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 1.3(c)(iii).