Closing Seller Transaction Expenses definition

Closing Seller Transaction Expenses means the Seller Transaction Expenses as of the Adjustment Time.

Closing Seller Transaction Expenses has the meaning set forth in the definition of “Post-Closing Statement.”

Closing Seller Transaction Expenses has the meaning set forth in Section 1.02(d).

Examples of Closing Seller Transaction Expenses in a sentence

• In making such calculation, the Accounting Referee shall consider only those items or amounts in the Final Closing Statement and the Purchaser’s calculation of the Closing Seller’s Group Payables Amount, the Closing Net Working Capital, the Closing Cash, the Closing Indebtedness or the Closing Seller Transaction Expenses and the Purchase Price as to which the Seller has disagreed.

• The Seller shall be deemed to have agreed with all items and amounts of Closing Net Working Capital, Closing Cash, Closing Indebtedness, and/or Closing Seller Transaction Expenses not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.4(c).

• Such Post-Closing Notice of Disagreement shall specify those items or amounts with which Seller disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Seller’s calculation, based on such objections, of the Closing Indebtedness or the Closing Seller Transaction Expenses, as applicable, and the Cash Proceeds resulting therefrom.

• If Sellers’ Representative does not timely deliver an Objection Notice, Purchaser’s calculation of Closing Working Capital, Closing Debt, and Closing Seller Transaction Expenses in Purchaser’s Statement will be deemed final, binding, non‑appealable, and conclusive.

• Such Closing Statement Dispute Notice shall set forth in reasonable detail the Seller’s objections to the Closing Net Working Capital, Closing Indebtedness and Closing Seller Transaction Expenses set forth on the Closing Statement, and the Seller’s reasons therefor and the Seller shall be deemed to have agreed with all other items contained in the Closing Statement.

More Definitions of Closing Seller Transaction Expenses

Closing Seller Transaction Expenses means the unpaid Seller Transaction Expenses as of the as of the close of business on the day immediately preceding the Closing Date.

Closing Seller Transaction Expenses means all Seller Transaction Expenses payable at Closing to any Person. “Code” means the Internal Revenue Code of 1986, as amended. “Company Intellectual Property” means any and all Intellectual Property Rights owned or (for purposes of Article III only) purported to be owned (whether owned or (for purposes of Article III only) purported to be owned singularly or jointly with a third party or parties) by any Seller, excluding all Social Media Accounts. “Company Plan” means written or oral plan, program, policy, Contract or arrangement involving direct or indirect compensation or benefits, including employment or individual consulting agreements for Employees and Independent Contractors, insurance coverage, welfare benefits, severance or other termination pay, termination indemnity or benefits, change in control, retention, performance, holiday pay, vacation pay, jubilee, fringe benefits, disability benefits, pension, retirement plans, profit sharing, deferred compensation, bonuses, stock options, stock purchase, restricted stock or stock units, phantom stock, stock appreciation, compensatory equity or other forms of incentive compensation or post-retirement compensation, sponsored, maintained or contributed to by any Seller for the benefit of any current or former director, officer, employee or consultant of any Seller, or with respect to which any Seller has or may have any Liability regardless of whether it is mandated under local Law, voluntary, private, funded, unfunded, financed by the purchase of insurance, contributory or noncontributory; provided, that any governmental plan or program requiring the mandatory payment of social insurance Taxes or similar contributions to a governmental fund with respect to the wages of an employee, in each case, will not be considered a “Company Plan” for these purposes. “Company Products” means all products (including Software, applications, platforms and websites) and services (including Software as a service) developed (including products and services for which development is ongoing), including any components, plugins, libraries and APIs, manufactured, delivered, deployed, made publicly or commercially available, marketed, distributed, provided, serviced, hosted, supported, leased, sold, offered for lease or sale, imported or exported for resale or licensed out by or on behalf of any Seller (either solely or in collaboration with third parties). “Company Registered IP” means all Registered IP that is part of the ...

Closing Seller Transaction Expenses means the Seller Transaction Expenses through and including the Closing that will be unpaid immediately prior to the Closing, plus the aggregate amount of Seller Transaction Expenses that will become payable after the Closing, to the extent calculable.

Closing Seller Transaction Expenses means (a) all costs, fees and expenses (including the fees and expenses of any broker, investment banker or professional or financial advisor, or any legal, accounting and consulting fees and expenses) incurred on or before the Closing Date by Seller or by, or on behalf of, Seller arising from, in connection with or incident to negotiating and preparing this Agreement, the Other Agreements and the Sale Approval Order and completing and consummating the Contemplated Transactions (including any such costs, fees and expenses incurred in connection with the pursuit of a sale by Seller of assets to any other potential buyer), (b) all obligations of Seller that arise or arose in whole or in part as a result of the consummation of the Contemplated Transactions under any agreement, arrangement or Employee Plan, including any severance obligations, equity, phantom equity, retention bonuses, “stay” bonuses, change in control bonuses and sale bonuses that are or become payable by Seller triggered in whole or in part prior to or as a result of the Contemplated Transactions (including the employer portion of any employment, payroll, social security, unemployment or withholding Taxes related to all such amounts), (c) severance or other payment obligations to former (as of the Closing) employees or service providers, including all payroll and other Taxes that are payable by any of Seller in connection with or as a result of the payment of such obligations, (d) deferred compensation or bonuses that are and unpaid at Closing, including the employer portion of any employment, payroll, social security, unemployment or withholding Taxes related to all such amounts, (e) off- balance sheet financings, if any, and (f) unfunded or underfunded pension plan liabilities, if any..

Closing Seller Transaction Expenses means the amount of Seller Transaction Expenses of the Sellers or the Company remaining unpaid as of the open of business on the Closing Date.

Closing Seller Transaction Expenses means the amount of the Seller Transaction Expenses for which any Acquired Company is, or may be, liable, if any.

Closing Seller Transaction Expenses means all Seller Transaction Expenses which have not been paid as of the Closing.