Closing Date Company Expenses definition

Closing Date Company Expenses means the Company Transaction Expenses unpaid as of the Effective Time.
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Closing Date Company Expenses shall have the meaning set forth in Section 3.7(b).
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Closing Date Company Expenses means, as of Closing, all of the Company and Acquired Subsidiaries’ expenses, fees or charges incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the other transaction documents and the transactions contemplated hereby, including (a) all attorneys’, investment banker and other advisors’ fees and expenses payable by the Company or any of the Acquired Subsidiaries that have not been paid in full as of immediately prior to the Closing, and (b) all management and employee bonuses and incentives or other management or employee payments, including severance payments, deferred compensation, change-in-control payments and any other similar payments, in each case, relating to the Transactions, owed or expected to be owed by the Company or any of its Subsidiaries that have not been paid in full as of immediately prior to the Closing. For the avoidance of doubt, Closing Date Company Expenses include, without limitation, such amounts that will be owed in connection with any termination after the Closing of the employment of any officer or employee of the Company or any Acquired Subsidiary that is expected as of the Closing.
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Examples of Closing Date Company Expenses in a sentence

  • Except as provided in Article VIII hereof and Closing Date Company Expenses, whether or not the Merger is consummated, each of the parties hereto shall bear its own expenses in connection with the negotiation and execution of this Agreement, including all fees and expenses of its legal counsel, investment bankers, financial advisors and accountants.

  • Interested persons are also invited to submit comments and/or hearing requests to EBSA via email or FAX.

  • For the avoidance of doubt, the calculation of Net Working Capital shall not take into account any Cash, Closing Date Indebtedness, Closing Date Company Expenses, or the Pulaski Transaction Expenses.

  • All Closing Date Company Expenses that are deductible as expenses under applicable Tax Law shall be deductible in the Tax period ending on the Closing Date to the extent permitted by applicable Law.


More Definitions of Closing Date Company Expenses

Closing Date Company Expenses means, as of Closing, all of the Company’s unpaid out-of-pocket expenses incurred in connection with the Transactions (including, but not limited to, the fees and expenses of professionals (including investment bankers, attorneys, accountants and other consultants and advisors retained by any Acquired Company or the Company Shareholder in connection with the Transactions), any transaction bonuses, change of control bonuses or accelerated benefits to be paid in connection with the consummation of the Transactions.
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Closing Date Company Expenses means the Company Expenses unpaid as of the Effective Time. “Closing Date Debt” means all Debt of the Companies outstanding as of the Effective Time.
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Related to Closing Date Company Expenses

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

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

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

  • Closing Date Term Loan has the meaning set forth in Section 2.4(a).

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

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

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

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • 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 Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

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

  • Transition Costs means the reasonable costs and expenses (including reasonable attorneys’ fees but excluding overhead) incurred or payable by the Successor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to the Sale and Servicing Agreement required in connection with the transfer of servicing.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.

  • 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.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.