Closing Transaction Costs definition

Closing Transaction Costs has the meaning specified in Section 2.6(1).
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Closing Transaction Costs means the aggregate amount of Transaction Costs that remain unpaid, excluding any amounts taken into account in calculating any other Closing Amount.
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Closing Transaction Costs means the sum of (a) the Company Transaction Costs and (b) the Parent Transaction Costs.
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Examples of Closing Transaction Costs in a sentence

  • Except as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, each Party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement, the performance of the obligations under this Agreement and the consummation of the Transactions; provided, however, that, at the Closing, the Estimated Closing Transaction Costs shall be paid in accordance with Article II.

  • Notwithstanding anything to the contrary set forth in this Agreement, all fees and expenses of the Escrow Agent shall be borne 50% by Buyer, on the one hand, and 50% by the Company prior to Closing (and included as Closing Transaction Costs) or, following the Closing, the Parent, on the other hand.

  • Concurrent with the Closing and to the extent such amounts are not paid by the Company prior to the Closing, Purchaser will cause the Company to pay the amount of such Indebtedness or Company Transaction Costs as set forth in the Payoff Letters and described more fully on the Company Closing Transaction Costs Certificate and the Company Closing Indebtedness Certificate.

  • All Transaction Costs which are incurred by the Company and the Seller Entities and which remain unpaid as of the Closing Date will be paid at the Closing as Closing Transaction Costs.

  • The Estimated Closing Working Capital, the Estimated Closing Cash, the Estimated Closing Indebtedness and the Estimated Closing Transaction Costs (as set forth in the Estimated Closing Statement delivered by the Seller to the Buyer) shall be binding on the Parties for the purposes of determining the Closing Payment.

  • The Estimated Closing Statement shall also include instructions that identify the bank accounts designated to facilitate direct payment by Buyer of (x) the Debt Payoff Amount and (y) the Estimated Closing Transaction Costs (including any such amounts to be paid in accordance with Section 5.17), in each case, to the applicable payees on behalf of the Company Entities.

  • Any Adjustment Notice of Objection shall specify those items or amounts with which the Stockholder Representative disagrees and shall set forth the Stockholder Representative’s calculation of the Closing Transaction Costs (including a detailed breakdown of the Company Transaction Costs and the Parent Transaction Costs to the extent these differ from Parent’s calculation thereof), Company Cash, the Closing Indebtedness Amount or the Trust Account Interest, as applicable, based on such objections.

  • The Estimated Closing Statement shall also include instructions that identify (A) the bank account for the Seller and the amount of the Closing Payment to be paid to such bank account at the Closing and (B) the bank accounts designated to facilitate direct payment by the Buyer of the Closing Indebtedness and the Closing Transaction Costs, in each case as set forth in the Estimated Closing Statement, to the applicable payees on behalf of the Company Entities.

  • Estimated Closing Working Capital, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Closing Transaction Costs and Estimated Net Tax Adjustment (as set forth in the Estimated Closing Statement delivered by the Company to Buyer) shall be binding on the Parties for the purposes of determining the Closing Merger Consideration.

  • The Estimated Closing Statement shall also include instructions that identify (A) the bank account(s) for the Seller and the amount of the Closing Payment to be paid to the Seller’s bank account(s) and (B) the bank accounts designated to facilitate direct payment by the Buyer of the Estimated Closing Indebtedness, the Estimated Closing Transaction Costs, and the Escrow Amount to the applicable payees on behalf of the Seller and the Company Entities.


More Definitions of Closing Transaction Costs

Closing Transaction Costs means, as of immediately prior to the Closing, the aggregate amount of Transaction Costs that remain unpaid.
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Closing Transaction Costs will have the meaning set forth in Section 3.4(a).
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Closing Transaction Costs has the meaning set out in Schedule 1.1 of the Company Disclosure Letter.
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Closing Transaction Costs means, as of 12:01 a.m. Eastern Time on the Closing Date, the aggregate amount of Transaction Costs that remain unpaid, excluding any amounts taken into account in calculating any other Closing Amount.
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Related to Closing Transaction Costs

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

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

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

  • 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.

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

  • 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 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.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Wholesale acquisition cost means the same as that term is defined in 42 U.S.C. Sec. 1395w-3a.

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

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

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

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

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

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

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

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • 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.

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

  • Financing Costs Adjustment Date means each of the following days:

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

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • 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).