Closing Date Transaction Costs definition

Closing Date Transaction Costs means the fees, costs and expenses paid or payable by Holdings, the Borrower or the Subsidiaries in connection with the Closing Date Transactions.

Closing Date Transaction Costs has the meaning set forth in the recitals hereto.

Closing Date Transaction Costs has the meaning specified in Section 2.4(c).

Examples of Closing Date Transaction Costs in a sentence

• The proceeds of the (a) Term Loans funded on the Closing Date and any Initial Revolving Borrowings shall be used on the Closing Date to (i) consummate the Acquisition and the other Closing Date Transactions, (ii) repay the Acquired Business Existing Debt and Indebtedness under the Existing Credit Agreement and (iii) pay the Closing Date Transaction Costs; and (b) Revolving Loans funded after the Closing Date shall be used for general corporate purposes and other purposes not prohibited hereunder.

• On the Initial Closing Date, there shall be no Revolving Loans outstanding under the New Credit Agreement other than to fund (x) the Initial Closing Date Transaction Costs (not to exceed $5,000,000) and (y) original issue discount and upfront fees required to be funded on the Initial Closing Date pursuant to the “Market Flex Provisions” in the Debt Fee Letter.

• The pro forma balance sheet delivered pursuant to Section 3.1(i) shall demonstrate in form and substance reasonably satisfactory to Administrative Agent that on the Closing Date and immediately after giving effect to the Closing Date Term Loans, including the payment of all Closing Date Transaction Costs required to be paid in Cash, the Company shall have generated trailing twelve-month Consolidated Adjusted EBITDA for the period ended on May 31, 2014 of at least $12,200,000.

• The Company shall bear the cost of the D&O Tail Policy, and such costs, to the extent not paid prior to the Closing, shall be included in the determination of Closing Date Transaction Costs.

• On or prior to the Closing Date, Company shall have delivered to Administrative Agent Company’s reasonable best estimate of the Closing Date Transaction Costs (other than fees payable to any Agent).

More Definitions of Closing Date Transaction Costs

Closing Date Transaction Costs has the meaning set forth in the definition of “Closing Date Transactions”.

Closing Date Transaction Costs the fees, costs and expenses paid or payable by the Borrower or the Subsidiaries in connection with the Closing Date Transactions.

Closing Date Transaction Costs means the fees, costs and expenses payable by Holdings, Company or any of Company’s Subsidiaries on or before the Closing Date in connection with the transactions contemplated by the Credit Documents and the Closing Date Related Agreements.

Closing Date Transaction Costs means the Transaction Costs calculated as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date. “Closing Exchange Agent” shall mean an institution which shall be selected by the Partnership, with the approval of the Parent, which is not to beunreasonably withheld, to perform those duties set forth in Article III hereof. “Code” shall mean the Internal Revenue Code of 1986, as amended.

Closing Date Transaction Costs means the Transaction Costs calculated as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date.

Closing Date Transaction Costs means, without duplication with respect to any other provision of this Agreement, to the extent unpaid as of Closing and required to be paid by or on behalf of a Group Company, (a) any transaction, change of control, severance, or similar bonuses to employees, consultants or contractors of any Group Company, payable in connection with the consummation of the transactions contemplated hereby (b) third party fees, costs and expenses incurred or expected to be incurred by the Group Companies and not paid at Closing (or for which the Group Companies will be responsible) in connection with the preparation, negotiation, execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (including any commission, fees and expenses of investment bankers, accountants, brokers, legal counsel, financial advisors, consultants or other advisors), whether or not invoiced or billed prior to the Closing, and whether incurred on behalf of the Group Companies, and (c) costs and expenses incurred or expected to be incurred in connection with obtaining any third-party consents required for the Group Companies hereunder and (d) any Costs and expenses (including, without limitation, notarial fees and cost and Taxes) incurred or expected to be incurred and not paid at Closing in connection with (i) the repayment of the Banks Pool Loan, (ii) the obtaining of the cancellation of Banks Pool Pledges and Banks Pool Other Securities. The Parties agree that any Costs and expenses related to the Financing, are expressly excluded from this definition and shall not be deducted from the Purchase Price.

Closing Date Transaction Costs means any costs, payables, fees, disbursements and expenses incurred by the Company or the Sellers in connection with the negotiation, preparation or execution of the Transaction Documents and the consummation of the Transactions, including fees and expenses of the Company’s or any Seller’s financial advisors, legal counsel, investment bankers, accountants and auditors, whether accrued for or not, that are unpaid immediately prior to the Closing, and including, for clarity, bonuses, discretionary payments, severance payments, retention payments or change-in-control payments payable by the Company or any of its Affiliates to any employee arising in connection with or related to the Transactions, including the employer portion of any payroll, social security, unemployment or similar Taxes attributable to any compensatory payment made in connection therewith.