Closing Date Company Transaction Expenses definition

Closing Date Company Transaction Expenses means the aggregate amount of unpaid Company Transaction Expenses as of immediately prior to the Closing (but calculated assuming consummation of the Closing).
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Closing Date Company Transaction Expenses means Company Transaction Expenses as of 11:59 P.M. on the date immediately prior to the Closing Date.
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Closing Date Company Transaction Expenses means the amount of unpaid Company Transaction Expenses determined as of 11:59 p.m. New York Time on the date immediately preceding the Closing Date.
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Examples of Closing Date Company Transaction Expenses in a sentence

  • No Buyer Indemnified Party shall be entitled to indemnification for any Damages under Section 12.2(a)(x) to the extent specifically included or specifically reflected in a contra-asset, liability or obligation account accrued or reserved for on the Closing Balance Sheet and taken into account in determining the Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash, Closing Date Company Transaction Expenses or the Closing Date Net Working Capital Adjustment pursuant to Section 3.4.

  • No later than 60 days after the Closing Date, Purchaser or its representatives shall prepare and deliver to Caladrius a written statement (the “Closing Statement”), setting forth Purchaser’s calculation of (i) the Net Working Equity, (ii) the Closing Date Cash, (iii) the Closing Date Indebtedness and (iv) the Closing Date Company Transaction Expenses not reflected in the Closing Payment, together with a calculation of the resulting Purchase Price Adjustment, if any.

  • If a Protest Notice is not delivered prior to the Protest Deadline, the Net Working Equity, the Closing Date Cash, the Closing Date Indebtedness, the Closing Date Company Transaction Expenses and the resulting Purchase Price Adjustment, if any, as set forth on the Closing Statement shall be final, binding and non-appealable by Caladrius or any other party.

  • No Person will be entitled to be indemnified for an amount pertaining to any Adverse Consequence to the extent that such amount was included in the calculation of Closing Date Net Working Capital or included as Closing Date Debt, or Closing Date Company Transaction Expenses, in each case, as finally determined in accordance with Section 1.9.

  • The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth Caladrius’s determination of the Net Working Equity, the Closing Date Cash, the Closing Date Indebtedness, the Closing Date Company Transaction Expenses and the resulting Purchase Price Adjustment, if any.

  • On the Closing Date, the Company will pay (or cause to be paid) the Closing Date Company Transaction Expenses.

  • Upon receipt of the Closing Statement, Caladrius and its accountants will be given reasonable access upon reasonable notice to Company’s relevant books, records, workpapers and personnel during business hours for the purpose of verifying the Net Working Equity, the Closing Date Cash, the Closing Date Indebtedness and the Closing Date Company Transaction Expenses.

  • Without limiting the generality of the foregoing, no Indemnified Party shall be able to recover any Loss for which it is otherwise entitled to indemnification under this Agreement if such Loss has already been taken into account in determining the Final Net Working Capital, Final Closing Date Cash, Final Closing Date Indebtedness or Final Closing Date Company Transaction Expenses in accordance with Section 1.11.


More Definitions of Closing Date Company Transaction Expenses

Closing Date Company Transaction Expenses means Company Transaction Expenses for work and services performed or provided up to and including the Closing (but calculated assuming that the Closing has occurred such that any Company Transaction Expenses triggered by the Closing are included in the Closing Date Company Transaction Expenses).
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Closing Date Company Transaction Expenses has the meaning specified in Section 2.6(b).
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Closing Date Company Transaction Expenses means all Company Transaction Expenses, to the extent unpaid as of immediately prior to Closing. “Closing Date Debt” means the aggregate Indebtedness of the Acquired Companies outstanding as of immediately prior to Closing.
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Related to Closing Date Company Transaction Expenses

  • Company Transaction Expenses means, without duplication, all out-of-pocket fees and expenses paid or payable by (whether or not billed or accrued for) as a result of or in connection with the Company’s negotiation, documentation and consummation of this Agreement and the transactions contemplated hereby or investigating or pursuing a going-public transaction including: (i) fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (ii) change-in-control payments, stay, sale or transaction bonuses, retention payments, severance or similar compensatory payments payable to any current or former employee, consultant, independent contractor, officer, or director as a result of the transactions contemplated hereby, including the employer portion of payroll Taxes arising therefrom (including any employment Taxes deferred under any COVID-19 Response Law), (iii) 50% of the filing fees payable to the Antitrust Authorities and SEC in connection with the transactions contemplated hereby, (iv) 50% of the fees incurred in connection with the PIPE Investment (or any Alternative PIPE Investment), (v) amounts owing or that may become owed, payable or otherwise due (whether or not accrued), directly or indirectly, in connection with the consummation of the transactions contemplated hereby, including fees, costs and expenses related to obtaining any consents required to be obtained hereunder, (vi) the Cash Transaction Bonus Amount, and (vii) such expenses detailed in (i) through (vi) incurred by Affiliates of the Company in connection with the transactions contemplated herein. For the avoidance of doubt, Company Transaction Expenses shall exclude (i) Indebtedness and (ii) any payments that are payable pursuant to an agreement or other arrangement entered into by or at the direction of Acquiror or its Affiliates.

  • Transaction Expenses means any fees, costs, or expenses incurred or paid by Holdings, the Borrower, or any of their respective Affiliates in connection with the Transactions, this Agreement, and the other Credit Documents, and the transactions contemplated hereby and thereby.

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

  • Transaction Costs means the costs incurred or estimated by the Management Company to cover the costs (such as, but not restricted to, brokerage, Trustee charges, taxes or levies on transactions, etc.) related to the investing or disinvesting activity of the Trust’s portfolio, inter alia, necessitated by creation or cancellation of Units, which costs may be added to the NAV for determining the Offer Price of Units or to be deducted from the NAV in determining the Redemption Price.