Actual Company Transaction Expenses definition

Actual Company Transaction Expenses has the meaning set forth in Section 2.4.1.
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Actual Company Transaction Expenses. Section 2.4(b) “Actual Indebtedness” Section 2.4(b)
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Actual Company Transaction Expenses means the final amount of unpaid Company Transaction Expenses on the Final Closing Statement determined pursuant to Section 1.4(b)(iii) or 1.4(b)(iv). “Actual Closing Bonus Payments” means the final amount of Closing Bonus Payments (including the amount of the Company’s portion of the payroll taxes) on the Final Closing Statement determined pursuant to Section 1.4(b)(iii) or 1.4(b)(iv). If the Purchaser fails to deliver the Closing Statement to the Seller within the sixty (60) day period specified in this Section 1.4(b)(ii), at the Seller’s sole election and discretion, the Purchaser shall be deemed to have accepted the Flow of Funds Memorandum as final; the Seller shall have the option to otherwise enforce its rights and remedies under this Agreement with respect to the Purchaser’s failure to timely deliver the Closing Statement to the Seller.
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Examples of Actual Company Transaction Expenses in a sentence

  • Following the determination of Actual Indebtedness, Actual Working Capital, Actual Cash, and Actual Company Transaction Expenses, the Estimated Merger Consideration shall be recalculated substituting the Actual Working Capital for the Estimated Working Capital, the Actual Cash for the Estimated Cash, the Actual Indebtedness for the Estimated Indebtedness, and the Actual Company Transaction Expenses for the Estimated Company Transaction Expenses.

  • Any written resolution during such Post-Closing True-up Resolution Period between the Buyer and the Seller with respect to the Actual Company Transaction Expenses and the Post-Closing True-up Amount will deemed to be final, binding, and conclusive on the Buyer and the Seller.

  • Notwithstanding anything to the contrary contained in this Agreement, no Buyer Party will be entitled to be indemnified under this Section 11 for any Loss to the extent that it has been taken into account in the final determination of Actual Company Indebtedness, Actual Company Transaction Expenses or Actual Net Working Capital pursuant to Section 2.4 hereof.

  • During such thirty (30) day period, the Sellers’ Representative and its agents shall be provided with such access to the financial books and records of the Purchaser and the Company Group as well as any relevant work papers as it may reasonably request to enable it to evaluate the Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Company Transaction Expenses.

  • For purposes of this Agreement, the Actual Company Transaction Expenses and Post-Closing True-up Amount shall be converted to Dollars using the applicable conversion rate published in the Wall Street Journal on the Business Day immediately prior to the date of this Agreement.

  • The Parties agree that the purpose of determining Actual Net Working Capital, Actual Cash, Actual Company Indebtedness, and Actual Company Transaction Expenses, and the adjustments pursuant to this Section 2.5 is to measure differences from the amounts of the Estimated Net Working Capital, Estimated Cash, Estimated Company Indebtedness, and Estimated Company Transaction Expenses and to determine the Final Closing Cash Payment in accordance with the terms of this Agreement.

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  • If during such sixty (60)-day period Seller notifies Purchaser that it does not dispute the Final Closing Statement, then the Actual Cash, Actual Working Capital, Actual Company Indebtedness, Actual Company Transaction Expenses and Net Increase or Net Decrease, as applicable, as set forth in the Final Closing Statement, shall become final, conclusive and binding on Purchaser and Seller at the time such notice is delivered.

  • If the Actual Company Transaction Expenses are greater than the Estimated Company Transaction Expenses, then the Sellers shall pay to Purchaser an amount equal to the difference between the Actual Company Transaction Expenses and the Estimated Company Transaction Expenses.

  • Buyer and the Sellers shall use commercially reasonable efforts to cause the Accounting Firm to make its final determination of Actual Net Working Capital, Actual Cash, Actual Company Indebtedness and Actual Company Transaction Expenses, in accordance with the terms of this Agreement, as soon as reasonably practicable, and in any event, within the thirty (30) day period following such engagement.


More Definitions of Actual Company Transaction Expenses

Actual Company Transaction Expenses has the meaning set forth in Section 2.05(b). “Actual Indebtedness” has the meaning set forth in Section 2.05(b).
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Actual Company Transaction Expenses is defined in Section 2.4(a).
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Related to Actual Company Transaction Expenses

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

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

  • Transaction Expenses means any fees or expenses incurred or paid by Holdings or any of its Subsidiaries in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

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

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

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Acquisition Expenses means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.

  • Disposition Expenses means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

  • REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

  • Company Expenses has the meaning set forth in Section 11.3(a)(v).

  • Parent Expenses means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including trademarks, service marks, trade names, trade dress, domain names, social media identifiers and accounts, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data, databases and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iii) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person, or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses of any Parent incurred in the ordinary course of business, and (v) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • Election expenses means expenses incurred, whether before, during or after the election, on account of, or in respect of, the conduct or management of the election.

  • Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.

  • Administration Expenses Payment means the amount the Administrator will be paid from the Gross Settlement Amount to reimburse its reasonable fees and expenses in accordance with the Administrator’s “not to exceed” bid submitted to the Court in connection with Preliminary Approval of the Settlement.

  • Actual Costs means any costs, direct losses and expenses (including any loss of revenue) reasonably incurred or reasonably expected to be incurred by the Train Operator including those attributable to limb (f) of a Category 3 Disruption and any increase in Variable Costs but net of:

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Distribution Expenses means, with respect to all rights granted to LGF hereunder, one hundred percent (100%) of the aggregate of all actual, direct, out-of-pocket, third xxxxx costs expended or incurred by LGF in direct connection with the distribution and exploitation of the Picture throughout the Territory in all media, including, without limitation, all DLT Creation Costs, and all conversion, manufacturing, duplication, shipping, marketing, advertising, promotion and publicity costs, and all costs to complete Delivery of the Picture (to the extent (i) LGF elects to cure any failure of Grantor to complete Delivery of the Picture in accordance with the Delivery Schedule and/or (ii) LGF is required to take "access" to any Delivery Materials pursuant to the Delivery Schedule; and/or fiii) Grantor is not required to deliver such elements under the Delivery Schedule).

  • Restructuring Expenses means losses, expenses and charges incurred in connection with restructuring within the Issuer and/or one or more Restricted Subsidiaries, including in connection with integration of acquired businesses or Persons, disposition of one or more Subsidiaries or businesses, exiting of one or more lines of businesses and relocation, disposition or consolidation of facilities, including severance, curtailments or modifications of pension plans, lease termination and other non-ordinary-course, non-operating costs and expenses in connection therewith.

  • Litigation Expenses means costs and expenses incurred in connection with commencing, prosecuting, and settling the Action (which may include the costs and expenses of Plaintiffs directly related to their representation of the Settlement Class), for which Lead Counsel intends to apply to the Court for reimbursement from the Settlement Fund.

  • Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.

  • Company Reimbursable Costs means the actual costs and expenses incurred by Company and/or its Affiliates in connection with performance of the Company Work or otherwise incurred by Company and/or its Affiliates in connection with this Agreement, and including, without limitation, any such costs that may have been incurred by Company and/or its Affiliates in connection with the Company Work or this Agreement prior to the Effective Date. These Company Reimbursable Costs shall include, without limitation, the actual expenses for labor (including, without limitation, internal labor), services, materials, subcontracts, equipment or other expenses incurred in the execution of the Company Work, all applicable overhead, overtime costs, all federal, state and local taxes incurred (including, without limitation, all taxes arising from amounts paid to Company that are deemed to be contributions in aid of construction), all costs of outside experts, consultants, counsel and contractors, all other third-party fees and costs, and all costs of obtaining any required permits, rights, consents, releases, approvals, or authorizations acquired by or on behalf of Company, including, without limitation, the Required Approvals.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.