Closing Seller Expenses definition

Closing Seller Expenses means the Seller Expenses of the Acquired Companies calculated in accordance with the Accounting Principles as of the Adjustment Time.
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Closing Seller Expenses means an amount equal to the Seller Expenses that are unpaid as of the Effective Time, as set forth in the final determination of the Closing Statement pursuant to Section 2.03(b). For the avoidance of doubt, all Seller Expenses paid off pursuant to Section 2.07(a)(ii)(B) shall be deemed part of the Closing Seller Expenses.
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Closing Seller Expenses has the meaning set forth in Section 1.6(a).
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Examples of Closing Seller Expenses in a sentence

  • In each case of clause (a) and (b), any transfer of an Asset that occurs prior to the Buyer’s delivery of the Preliminary Adjustment Statement to SEE shall be deemed to have occurred at Closing for purposes of calculating Closing Cash, Closing Net Working Capital, Closing Indebtedness, and Closing Seller Expenses.


More Definitions of Closing Seller Expenses

Closing Seller Expenses has the meaning set forth in Section 2.3(a) below.
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Closing Seller Expenses means, collectively, all fees and expenses included as an Assumed Liability or payable or reimbursable as of the Closing, but unpaid as of 11:59 p.m. local time on the Business Day prior to Closing, by any Transferred Diversey Company or any of its Subsidiaries (that are indirectly transferred to Buyer pursuant to this Agreement) in connection with the transactions contemplated by this Agreement and the Related Agreements, including, whether accrued or not, (a) fees and expenses payable to all attorneys, accountants, and other professionals and bankers’, brokers’, or finders’ fees, solely to the extent not paid as of such time, (b) any compensatory, sale, transaction, retention, or similar bonus or severance that becomes payable to any Transferred Employee in connection with the transactions contemplated by this Agreement or the Related Agreements (other than any such amounts payable in connection with any Assumed Plan), together with the employer portion of any employment payroll, or similar Taxes attributable to the amounts payable pursuant to this clause (b), and (c) fifty percent (50%) all notarial and registration fees and expenses incurred in connection with this Agreement, any Related Agreement, or any other transactions contemplated hereby; provided, however, that Closing Seller Expenses shall be reduced by any amounts that (i) Buyer is obligated to pay pursuant to this Agreement, including, without limitation, pursuant to Annex 1 - 6 805351.02-WILSR01A - MSW
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Related to Closing Seller Expenses

  • Seller Expenses has the meaning set forth in Section 11.1.

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

  • 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 Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

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

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Other Sellers shall have the meaning set forth in Section 10.4.

  • 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.

  • Sellers has the meaning set forth in the preamble.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Transfer expenses means all expenses of a transfer that the transfer agreement requires the payee to pay or have deducted from the gross advance amount, including, but not limited to, court filing fees, attorney fees, escrow fees, lien recordation fees, judgment and lien search fees, finders' fees, commissions, and other payments to a broker or other intermediary. Transfer expenses do not include preexisting obligations of the payee that are payable for the payee's account from the proceeds of a transfer.

  • Purchaser/ User means ultimate recipient of goods and services

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Seller has the meaning set forth in the Preamble.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.