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.
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Closing Date Transaction Costs has the meaning set forth in the definition of “Closing Date Transactions”.
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Closing Date Transaction Costs has the meaning specified in Section 2.4(c).
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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.

  • 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.

  • The First-Class goal will be considered a “threshold” target for the VOC category, in which an incentive is earned only if the threshold value is achieved or exceeded.

  • For purposes of determining the Estimated Aggregate Purchase Price before a final determination of the Aggregate Purchase Price, Closing Date Current Assets, Closing Date Liabilities, the Aggregate Transaction Bonus Amount and Closing Date Transaction Costs in accordance with Section 3.4(b), Aggregate Purchase Price shall be calculated and paid using the Estimated Current Assets, the Estimated Liabilities, and the Estimated 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).

  • On or prior to the Closing Date, Company shall have delivered to Administrative Agent (i) Company’s reasonable best estimate of the Closing Date Transaction Costs (other than fees payable to any Agent) and (ii) a funds flow memorandum with respect to the transactions contemplated hereby reasonably acceptable to Administrative Agent.

  • At the Effective Time, GDC shall also cause BIWA or, if the Stock Sale shall occur, the Company, to pay all Closing Date Transaction Costs.

  • 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.


More Definitions of Closing Date Transaction Costs

Closing Date Transaction Costs has the meaning set forth in the recitals hereto.
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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.
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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.
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Closing Date Transaction Costs means the Transaction Costs calculated as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date.
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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.
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Related to Closing Date Transaction Costs

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

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

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

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

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

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

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

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

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

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

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

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

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and 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 Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

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

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

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

  • 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.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • 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.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

  • 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.

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).