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 2.3(a) below.
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Examples of Closing Seller Expenses in a sentence

  • If the Closing Seller Expenses Amount as finally determined pursuant to this Section 2.4 is less than the Estimated Seller Expenses Amount (the amount by which the final Closing Seller Expenses Amount is less than Estimated Seller Expenses Amount, the "Deficit Seller Expenses Amount"), then Buyer shall pay to the Sellers' Representative, for the account of Sellers in accordance with the framework set forth on Annex 2.2, an amount equal to the Deficit Seller Expenses Amount.

  • At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Buyer, for each Person owed Seller Expenses, a payoff letter or invoice, in form and substance reasonably satisfactory to Buyer, and wire instructions indicating the amount required to discharge in full the Closing Seller Expenses owed to that Person as of the mutually agreed estimated Closing Date.

  • If the Closing Seller Expenses exceed the Estimated Closing Seller Expenses, the Cash Merger Consideration shall be decreased by an amount equal to the amount by which the Closing Seller Expenses exceeds the Estimated Closing Seller Expenses.

  • The Purchase Price Calculation and the determination of the Closing Indebtedness, the Closing Net Working Capital, the Closing Seller Expenses and the resulting Purchase Price calculated with reference thereto shall become final and binding on the Parties on the date the Arbitrator delivers its final resolution in writing to the parties (which final resolution shall be requested by the Parties to be delivered not more than 45 days following submission of such disputed matters).

  • 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.

  • The parties shall instruct the consulting firm or accounting firm ultimately agreed upon or selected by lot under this Section 2.3(c) (the “Arbitrator”) to make a final determination of the Closing Indebtedness, the Closing Net Working Capital, the Closing Seller Expenses and the resulting Purchase Price calculated with reference to such amounts to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement.

  • The Accounting Firm shall be directed to determine as promptly as reasonably practicable whether the Closing Cash, the Closing Net Working Capital, the Closing Indebtedness, the Closing Seller Expenses and/or the Shortfall Amount or the Surplus Amount, as applicable, as set forth in the Closing Statement requires adjustment.

  • Payment of such Closing Seller Expenses by Buyer, on behalf of the Company, on the Closing Date is being made for convenience only.

  • The parties acknowledge that the Closing Seller Expenses are obligations of the Company and the Sellers, incurred on or before the Closing Date, and nothing in this Agreement shall be deemed to make them obligations of Buyer.


More Definitions of Closing Seller Expenses

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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Closing Seller Expenses has the meaning set forth in Section 1.6(a).
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Related to Closing Seller Expenses

  • Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.

  • 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 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.

  • 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 all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • 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.

  • Buyer Parties has the meaning set forth in the Preamble.

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • 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.