Closing Transaction Expenses Amount definition

Closing Transaction Expenses Amount means the outstanding Transaction Expenses as of the Closing.
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Closing Transaction Expenses Amount means the aggregate amount of all unpaid Transaction Expenses as of the close of business on the day immediately preceding the Closing Date plus, without duplication, the amount of any such Transaction Expenses that will become due and payable solely as a result of the consummation of the Merger or any other Contemplated Transaction; provided, that sub-clause (d) of the Accounting Policies shall apply to the calculation of Closing Transaction Expenses Amount.
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Closing Transaction Expenses Amount means the aggregate amount of all unpaid Transaction Expenses as of immediately prior to the Closing, as determined in accordance with Section 2.09; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, if the Closing Transaction Expenses Amount (or any item constituting a Transaction Expense) is reduced at any time after the Reference Time but prior to as of immediately prior to the Closing, the amount of such reduction to the Transaction Expenses shall be deemed to still be outstanding as of immediately prior to the Closing for purposes of calculating the Closing Transaction Expenses Amount and determining the Aggregate Closing Merger Consideration.
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Examples of Closing Transaction Expenses Amount in a sentence

  • At the Effective Time, Buyer (on behalf of the Surviving Corporation) will pay or, to the extent the Surviving Corporation has sufficient immediately available funds at such time, instruct the Surviving Corporation to pay, the Closing Transaction Expenses Amount, as set forth in the Estimated Closing Statement, by wire transfer of immediately available funds to the accounts designated by the Company.

  • The determination of Closing Working Capital, the Closing Cash Balance, the Closing Transaction Expenses Amount, the Transaction Tax Benefits and the Closing Debt Amount reflected on the Proposed Final Closing Statement will be prepared in accordance with the Accounting Policies (to the extent applicable by the terms of the Accounting Policies or the definitions set forth herein).

  • The Company shall consider in good faith all comments or objections Parent has with respect to the Final Closing Transaction Expenses Amount or any component thereof.

  • The calculation of the Closing Transaction Expenses Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Transaction Expenses Amount” for purposes of this Agreement.

  • The determinations of the Accounting Firm with respect to those matters that remained in dispute relating to the Closing Indebtedness Amount, the Closing Transaction Expenses Amount and/or the Closing Cash Amount and the Adjustment Statement, as modified by the Accounting Firm’s determinations, shall be final, binding, and conclusive for purposes of this Agreement, absent Fraud, bad faith or manifest error.

  • To the extent any of the foregoing is ineffective under applicable law, TEACHER hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible.

  • The Company Indemnitors shall be responsible for reimbursing Parent for any Unpaid Pre-Closing Taxes shown as due on such Parent Prepared Returns promptly upon request by Parent (to the {N4442029.10} 255288355 v23 extent such Unpaid Pre-Closing Taxes are not reflected in the Closing Indebtedness Amount or Closing Transaction Expenses Amount).

  • At the Closing, Buyer shall pay to Seller an amount equal to (i) the Purchase Price; minus (ii) the Closing Transaction Expenses Amount, if any; minus (iii) the Closing Indebtedness (collectively, the “Closing Cash Payment”) by immediately available funds to the bank account of Seller that has been designated in writing to Buyer prior to the Closing Date.

  • Harbormaster Eliason noted that there would be an assembly meeting April 9, 2020 at 6:00pm, to discuss economic impacts related to COVID-19.

  • To the extent the Closing Transaction Expenses Amount is less than the Estimated Closing Transaction Expenses Amount, the Purchase Price shall be adjusted upward.


More Definitions of Closing Transaction Expenses Amount

Closing Transaction Expenses Amount means all of the Transaction Expenses of DERMAdoctor and Seller as of 12:01 a.m. Pacific Time on the Closing Date that are not otherwise paid prior to Closing and remain owed to a third-party.
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Closing Transaction Expenses Amount means the aggregate amount of all unpaid Transaction Expenses as of the close of business on the day immediately preceding the Closing Date plus, without duplication, the amount of any such Transaction Expenses that will become due and payable solely as a result of the consummation of the Merger or any other Contemplated Transaction; provided , that sub-clause (d) of the Accounting Policies shall apply to the calculation of Closing Transaction Expenses Amount.
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Closing Transaction Expenses Amount has the meaning specified in Section 4.5(a).
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Closing Transaction Expenses Amount means the aggregate amount of the Transaction Expenses as of the Measuring Time and calculated in accordance with IFRS. For the avoidance of doubt, Closing Transaction Expenses Amount shall not include any amount included in the Closing Finished Goods Inventory Amount, the Raw Materials Inventory Amount, the Closing Indebtedness Amount or the Closing Cash Amount.
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Related to Closing Transaction Expenses Amount

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

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

  • 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.

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

  • 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.

  • Final Transaction Expenses has the meaning set forth in Section 3.2(b).

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

  • Acquisition Expenses means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.

  • Election expenses means expenses incurred, whether before, during or after the election, on account of, or in respect of, the conduct or management of the election.

  • Disposition Expenses means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

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

  • 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.

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Expense Amount As defined in Section 11.01(b) hereof.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Distribution Expenses means, with respect to all rights granted to LGF hereunder, one hundred percent (100%) of the aggregate of all actual, direct, out-of-pocket, third xxxxx costs expended or incurred by LGF in direct connection with the distribution and exploitation of the Picture throughout the Territory in all media, including, without limitation, all DLT Creation Costs, and all conversion, manufacturing, duplication, shipping, marketing, advertising, promotion and publicity costs, and all costs to complete Delivery of the Picture (to the extent (i) LGF elects to cure any failure of Grantor to complete Delivery of the Picture in accordance with the Delivery Schedule and/or (ii) LGF is required to take "access" to any Delivery Materials pursuant to the Delivery Schedule; and/or fiii) Grantor is not required to deliver such elements under the Delivery Schedule).

  • Liquidation Expenses With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicers, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

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

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