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.
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.
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.
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”).
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”).
