Closing Date Transaction Expenses definition

Closing Date Transaction Expenses means any fees or expenses incurred or paid by Parent (or any direct or indirect parent of Parent) or any of their respective Subsidiaries in connection with the Closing Date Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

Closing Date Transaction Expenses has the meaning specified in Section 2.3(b).

Closing Date Transaction Expenses means the Transaction Expenses as of the Calculation Time; provided that any Transaction Expenses incurred following the Calculation Time but prior to the Closing, shall be deemed incurred as of the Calculation Time.

Examples of Closing Date Transaction Expenses in a sentence

• The proceeds of the Original Loan made on the Closing Date, together with the proceeds of (i) the issuance of certain unsecured notes, (ii) the funding of $400,000,000 under the ABL Credit Agreement on the Closing Date and (iii) the Equity Contribution, were used to finance the Debt Prepayment and pay the Merger Consideration and the Closing Date Transaction Expenses.

• The Actual Closing Date Net Working Capital, Actual Closing Date Cash, Actual Closing Date Debt and Actual Closing Date Transaction Expenses as finally determined pursuant to Section 2.4(b) and/or (c) shall be determinative for purposes of this Section 2.4 and shall be final and binding on all of the parties to this Agreement.

• If the Final Closing Date Transaction Expenses are less than the Estimated Closing Date Transaction Expenses, the Purchase Price shall be increased by an amount equal to the difference.

• The Initial Closing Statement (including the Closing Date Cash, the Closing Date Working Capital, the Closing Date Indebtedness, the Closing Date Transaction Expenses and the Closing Balance Sheet) shall be prepared and calculated in accordance with GAAP (and, to the extent not inconsistent with GAAP, the past practices of the Genesis Companies) or as provided in the definitions of this Agreement.

• Board MeetingsPursuant to section 96 of the Local Government (Auckland Council) Act 2009, the Board will ensure that the following two specific meetings during each financial year are open to members of the public:• A meeting to consider AT’s performance under its SOI in the previous financial year; and• A meeting to consider the Council’s shareholder comments on the draft SOI for the following financial year.There are typically eight board meetings per year.

More Definitions of Closing Date Transaction Expenses

Closing Date Transaction Expenses means the Transaction Expenses as set forth in the Closing Adjustment Certificate delivered pursuant to Section 2.4(b).

Closing Date Transaction Expenses means the “Transaction Expenses” as defined in the Existing Credit Agreement.

Closing Date Transaction Expenses means the aggregate amount of Transaction Expenses that remain unpaid as of immediately prior to the Closing (but calculated assuming consummation of the transactions contemplated by this Agreement such that any amount included in the definition of “Transaction Expenses” solely as a consequence of, or upon, the Closing, is included).

Closing Date Transaction Expenses means (a) to the extent incurred prior to the Closing and not paid in full prior to the Closing, and without duplication, all fees, expenses and costs incurred (or otherwise payable), directly or indirectly, whether accrued or not, in connection with, arising from or related to the preparation, negotiation and execution of this Agreement and the Ancillary Agreements and the performance and completion of the Transactions or otherwise relating to any other sale process leading up to the execution of this Agreement (including, in each case, all fees, costs and expenses of the financial advisors, accountants, legal advisors, brokers, consultants and other third party advisors) and (b) all bonuses, costs, commissions, trust fundings and other payments related to any incentive, severance, transaction bonus, change of control payment, performance award, retention, stay, deferred compensation or other compensatory payment or acceleration thereof payable to employees, officers, partners, directors, independent contractors, consultants or third parties which become payable or due in connection with the transactions contemplated hereby, including any withholding Taxes and the employer portion of any employment Taxes related thereto, in each of (a) and (b), for which Purchaser, its Affiliates (including the Transferred Entities) or the Business has any liability or payment obligation after the Closing or which may give rise to any Lien on the Purchased Units, Purchased Assets or any other assets of the Business at or after the Closing (but which has been incurred on or prior to Closing, for the avoidance of doubt). Notwithstanding anything herein to the contrary, the Closing Date Transaction Expenses shall not include any Consent Fees. For the avoidance of doubt and notwithstanding anything herein to the contrary, any Closing Date Transaction Expense shall only constitute an Assumed Liability to the extent that it is taken into account in calculating the Purchase Price.

Closing Date Transaction Expenses means, without duplication, (i) the aggregate expenses, fees and disbursements of all attorneys, accountants and investment bankers of the Company and the Securityholders for which the Company is responsible in connection with the negotiation, execution, delivery and performance of this Agreement and any similar expenses, fees and disbursements of the Company and the Securityholders for which the Company is responsible arising out of or resulting from the negotiation, execution, delivery and performance of this Agreement, (ii) the upfront engagement fee of the Securityholders’ Representative of the Company, (iii) any fees, costs and expenses of the Company and the Securityholders for which the Company is responsible associated with satisfying any Closing deliverables, including obtaining the release and termination of any Liens, (iv) 50% of the costs, fees, charges and expenses of the Escrow Agent, (v) 50% of any Transfer Taxes, (vi) 50% of the R&W Insurance Policy premiums, fees, costs and expenses associated with procuring the R&W Insurance Policy, (vii) any fees, costs and expenses associated with obtaining consents pursuant to the terms of any Material Contract in effect on or prior to the Closing Date in connection with the transactions contemplated by this Agreement other than pursuant to actions taken by Parent after the Closing, and (viii) any bonus or transaction fee, change of control, assignment, retention, compensatory or similar payment (including with respect to the portion of the Upfront Merger Consideration, Milestone Consideration or other distributions to be made to the Employee Option Holders following the Closing) that becomes payable as a result of transactions contemplated hereby, either alone or in combination with another event (whether payable prior to, on or following the Closing), and the employer portion of any employment Taxes, if applicable, with respect to such payments transactions contemplated by this Agreement other.

Closing Date Transaction Expenses means the amount of Transaction Expenses as of immediately prior to the Closing.

Closing Date Transaction Expenses means all Transaction Expenses of the Target Group as of the Effective Time as finally determined in accordance with Section 2.5(d).