Closing Company Transaction Expenses definition

Closing Company Transaction Expenses means Company Transaction Expenses that remain unpaid as of immediately prior to the Closing.

Closing Company Transaction Expenses has the meaning set forth in Section 3.2(a).

Closing Company Transaction Expenses means all unpaid Company Transaction Expenses as of the Closing. “Code” means the United States Internal Revenue Code of 1986, as amended.

Examples of Closing Company Transaction Expenses in a sentence

• If no Seller’s Objection is received by Buyer prior to expiration of the Review Period, the calculations of the Closing Net Working Capital, Closing Cash, the Closing Company Indebtedness or the Closing Company Transaction Expenses as set forth in the Post-Closing Statement delivered by Buyer shall be deemed to have been accepted by Sellers and become final and binding upon the Parties.

• Parent shall pay on behalf of the Company and the Shareholders at Closing Company Transaction Expenses in those amounts and to those persons directed by the Shareholder Representative; provided, however, that the total amount so paid by Parent on behalf of the Company and the Shareholders shall be deducted from the Closing Amount in determining the Net Closing Amount payable to the Shareholders at Closing; provided, further, that the total amount so paid by Parent shall not exceed $250,000.

• The Closing Statement shall follow the format of the form of closing statement set forth in Annex D-1 (the “Form of Closing Statement”), and the Sellers’ Representatives shall determine any item constituting the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Company Indebtedness and Estimated Closing Company Transaction Expenses therein in accordance with the Applicable Accounting Standards and the applicable defined terms set forth herein.

• The parties further agree that the procedure set forth in this Section 1.9 for resolving disputes with respect to the Closing Net Cash/Debt Amount, Closing Net Working Capital and/or the Closing Company Transaction Expenses shall be the sole and exclusive method for resolving such disputes, provided, that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

• The Post-Closing Statement shall follow the format of the Form of Closing Statement, and Buyer shall determine any item constituting the Closing Net Working Capital, the Closing Cash, Closing Company Indebtedness and Closing Company Transaction Expenses therein in accordance with the Applicable Accounting Standards and the applicable defined terms set forth herein.

More Definitions of Closing Company Transaction Expenses

Closing Company Transaction Expenses means Company Transaction Expenses that remain unpaid as of immediately prior to the

Closing Company Transaction Expenses is defined in Section 2.1(d).

Closing Company Transaction Expenses means all unpaid Company Transaction Expenses as of the Closing.

Closing Company Transaction Expenses means (a) any expenses of Seller (to the extent payable by the Acquired Companies) or the Acquired Companies directly relating to the negotiation and consummation of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, including fees and expenses of brokers, financial advisers, legal counsel and accountants that remain unpaid as of immediately prior to the Closing and (b) any stay, transaction, change of control or other similar bonus which becomes payable by the Acquired Companies solely in connection with the consummation of the transactions contemplated by this Agreement, including the Retention Bonus Agreements (based on the maximum amounts that may become payable to the Retention Bonus Participants under the Retention Bonus Agreements); provided, that, notwithstanding anything to the contrary contained herein, Closing Company Transaction Expenses shall not include (i) the Foreign Trademark Registration Costs, (ii) any amounts included in the determination of Working Capital or Funded Indebtedness or (iii) any liabilities or other obligations of any Subsidiaries of Seller (other than the Acquired Companies).

Closing Company Transaction Expenses means the Company Transaction Expenses outstanding on the Closing Date to the extent not paid by Vivial at 11:59 p.m. Eastern Daylight Time on the date immediately preceding the Closing Date. “Company Transaction Expenses” means all (a) expense reimbursement payable to any other bidders of the transactions contemplated by the Merger Agreement, (b) fees, costs, charges, expenses and obligations payable to Vivial’s advisors and other fees, costs, charges, expenses and obligations of professional service firms incurred by Vivial, mGage and the other subsidiaries of Vivial that remain following the Separation in connection with the transactions contemplated by the Merger Agreement, the Separation and Distribution Agreement and the Distribution and Reorganization, in each case to the extent unpaid as of the Closing Date, (c) the amount of the aggregate of the Employee Payments, and all employer taxes related thereto, (d) the cost of terminating in full all obligations or liabilities under any advisory or similar affiliate agreements (if any), (e) all transfer taxes allocable to SpinCo under the Merger Agreement, (f) 50% of all other transfer taxes not expressly allocable to SpinCo, (g) 50% of the costs fees and expenses of obtaining, and relating to, a tail director and officer insurance policy, and (h) 50% of the fees to be paid for antitrust review of the Merger; provided, that Company Transaction Expenses shall not include any amounts (i) to the extent included in the calculation of the Adjustment Amount as Closing Debt, (ii) to the extent included as current liabilities in the

Closing Company Transaction Expenses shall have the meaning as set forth in Section 2.5(b)(i).

Closing Company Transaction Expenses has the meaning specified in Section 1.05.