Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Closing Transaction Expenses has the meaning set forth in Section 2.3(a).
Closing Transaction Expenses means Transaction Expenses unpaid as of, or otherwise payable by the Company, the Surviving Corporation or any of their respective Subsidiaries after, the close of business on the day immediately preceding the Closing Date.
Examples of Closing Transaction Expenses in a sentence
The Initial Closing Statement (including the Closing Cash, the Closing Working Capital, the Closing Indebtedness, the Closing Transaction Expenses and the Closing Balance Sheet) shall be prepared and calculated in accordance with GAAP.
More Definitions of Closing Transaction Expenses
Closing Transaction Expenses means the aggregate amount of all unpaid Transaction Expenses as of immediately prior to the Closing.
Closing Transaction Expenses means all Transaction Expenses that are unpaid immediately prior to the Closing.
Closing Transaction Expenses has the meaning set forth in Section 1.15(b).
Closing Transaction Expenses is defined in Section 2.6(a).
Closing Transaction Expenses means, except as otherwise incurred by the Seller Group or the Acquired Companies in compliance with Section 6.7, the aggregate amount of all out-of-pocket fees and expenses (whether or not yet invoiced), incurred by the Seller Group or the Acquired Companies, or otherwise on behalf of the Acquired Companies, and, in each case, to be paid by the Acquired Companies or that constitutes an Assumed Liability to be paid by Purchaser, in connection with the sale process for the Business (or any portion thereof), 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, in each case, solely to the extent unpaid as of the Benchmark Time and incurred by the Seller Group or the Acquired Companies, or otherwise on behalf of the Acquired Companies, and, in each case, payable by an Acquired Company or that constitutes an Assumed Liability to be paid by Purchaser, including: (a) fees and expenses of counsel, advisors and consultants, accountants and auditors and experts engaged in connection with the transactions contemplated by this Agreement or the sale process for the Business, in each case, to be paid by the Acquired Companies or that constitutes an Assumed Liability to be paid by Purchaser and (b) all transaction-related bonuses, severance payments and other similar payments in connection with the consummation of the transactions contemplated hereby (and including, in each case, the employer portion of any corresponding unemployment, social security, and payroll Taxes incurred under applicable Legal Requirements) (excluding (i) any severance payments arising as a result of the occurrence of one or more additional post-Closing events under so-called “double-trigger” severance provisions contained in any Acquired Company Benefit Plan, (ii) any payments or benefits made or provided pursuant to an arrangement implemented by, or severance payments or similar benefits that are triggered as a result of post-Closing actions taken by, Purchaser or any of its Affiliates (including, post-Closing, the Acquired Companies), and (iii) any retention bonuses or similar compensation that are payable based on continued employment post-Closing that were disclosed in accordance with Section 4.13(a) of this Agreement to Purchaser prior to the date hereof), in each case, to be paid by the Acquired Companies or that constitute...
Closing Transaction Expenses means Company Transaction Expenses that are unpaid as of the Measurement Time.
Closing Transaction Expenses means all Transaction Expenses that are unpaid as of 11:59 P.M. on the date immediately prior to the Closing Date.