Closing Date Seller Transaction Expenses definition

Closing Date Seller Transaction Expenses means all Seller Transaction Expenses, to the extent unpaid as of immediately prior to Closing.
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Closing Date Seller Transaction Expenses means all Seller Transaction expenses, to the extent unpaid as of immediately priorto closing.
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Closing Date Seller Transaction Expenses means Seller Transaction Expenses as of the Effective Closing Time; provided that Closing Date Seller Transaction Expenses shall not include any Seller Transaction Expense which is paid by the Sellers prior to Closing and provided further that no Seller Transaction Expenses actually paid by the Sellers at the Closing, satisfactory evidence of which is provided by the Sellers to the Purchasers at the Closing, shall be included in the Closing Date Net Working Capital or Closing Date Indebtedness. COBRA has the meaning set forth in Section 6.04(c)(i).
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Examples of Closing Date Seller Transaction Expenses in a sentence

  • For avoidance of doubt, Net Working Capital will exclude (a) Closing Date Cash, (b) the current portion of Closing Date Debt, (c) Closing Date Pre-Closing Taxes, (d) Closing Date Pre-Closing Tax Refunds, (e) Closing Date Seller Transaction Expenses, (f) any asset or liability associated with the Excluded Insurance Policies, and (g) assets and liabilities associated with the New Construction Sites.

  • The Closing Date Debt Amount, the Closing Date Seller Transaction Expenses Amount, Closing Date Cash Amount and the Closing Saperium Tax Indebtedness finally determined pursuant to Section 2.4(b) or (c), and the Final Purchase Price based thereon, shall be determinative for purposes of this Section 2.4 and shall be final and binding on all of the Parties.

  • If the Seller Representative does not make any such objection prior to the expiration of the Review Period, the Closing Date Cash Amount, the Closing Date Debt Amount, the Closing Date Seller Transaction Expenses Amount, the Final Purchase Price or the Closing Saperium Tax Indebtedness, in each case, as set forth on the Closing Date Schedule, shall be determinative for purposes of this Section 2.4 and shall be final and binding on all of the Parties.

  • The Closing Date Cash Amount, Closing Date Debt Amount and Closing Date Seller Transaction Expenses Amount reflected on the Closing Date Schedule shall be determined in good faith and in accordance with this Agreement.

Related to Closing Date Seller Transaction Expenses

  • 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.

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

  • 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.

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

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

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

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

  • Company Transaction Expenses means all costs, fees and expenses payable by the Company or any of its Subsidiaries to any Person incurred by or on behalf of the Company, any of its Affiliates or any of the Sellers on or before the Closing in connection with the preparation, negotiation, execution and consummation of this Agreement and the transactions contemplated hereby to the extent, if any, unpaid as of immediately prior to Closing (but calculated assuming consummation of the transactions contemplated hereby such that all Company Transaction Expenses that become payable as a consequence of, or upon, the Closing are included), including: (a) any brokerage, finders’ or other advisory fees, costs, expenses, commissions or similar payments; (b) any fees, costs, disbursements or expenses of counsel, accountants or other advisors or service providers; (c) other than the aggregate Option Cancellation Payments, any fees, costs, expenses of, or payments to be made by, the Company or any of its Subsidiaries related to any transaction or retention bonus, incentive bonus, stay bonus, long-term incentive awards, termination or change-of-control payment, severance or other compensatory payments to be made to any current or former employee, director or other current or former individual service provider of the Company or any of its Subsidiaries, in whole or in part, as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby (but excluding, for the avoidance of doubt, any such arrangements that are implemented by Buyer), including Tax “gross up” payments payable with respect to any of the foregoing; (d) the required employer portion of payroll or similar Taxes payable in connection with the Option Cancellation Payments or any Company Transaction Expenses (or an item that would have been a Company Transaction Expense if it had not been paid prior to the Closing); (e) any termination, exit or similar fees and expenses payable to any Seller or any of their respective Affiliates as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby pursuant to any advisory, management or other similar Contract with the Company or any of its Subsidiaries; and (f) all other fees and expenses payable by the Company or any of its Subsidiaries in connection any transactions contemplated with other potential acquirors of (or investors in) the Company or any of its Subsidiaries (including in connection with any auction process) or other strategic alternatives pursued by the Company or any of its Subsidiaries (including any public or private offering of securities).

  • 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.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Closing Date Business Plan means the set of Projections of Borrower for the 1 year period following the Closing Date (on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

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

  • Closing Date Balance Sheet has the meaning specified in Section 2.3(b).

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.

  • Closing Date Net Working Capital has the meaning specified in Section 3.4(a).

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

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

  • 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.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

  • Closing Date Term Loans as defined in Section 2.1.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Transaction Fees means fees paid or payable by the Service Recipients, which are on market terms, with respect to financial advisory services ordinarily carried out by investment banks in the context of mergers and acquisitions transactions;