Closing Transaction Fees definition

Closing Transaction Fees means the Transaction Fees as of the Closing Date.
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Closing Transaction Fees shall have the meaning set forth in Section 2.12(a).
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Examples of Closing Transaction Fees in a sentence

  • The Settlement Accountants shall determine the Closing Working Capital, Closing Cash, Closing Indebtedness and/or Closing Transaction Fees, as applicable, in accordance with the standards and methodologies described in this Section 2.13 and shall be instructed by Parent and the Representative to use their reasonable best efforts to reach such determination not more than 30 days after such referral.

  • The Company shall prepare and deliver to Parent a draft Spreadsheet, Closing Net Working Capital Certificate, Closing Employee Payments Certificate and Closing Transaction Fees Certificate not later than three Business Days prior to the scheduled Closing Date.

  • The Settlement Accountants shall determine the Closing Working Capital, Closing Cash, Closing Indebtedness and/or Closing Transaction Fees, as applicable, and shall be instructed by Parent and the Stockholder Representative to use their reasonable best efforts to reach such determination not more than 30 days after such referral.

  • If Parent shall concur with the Calculation Notice, or if Parent shall not object to the Calculation Notice in a writing received by the Representative within 15 days after Parent’s receipt of the Calculation Notice, the calculation of the Closing Cash, Closing Indebtedness, and Closing Transaction Fees set forth in the Calculation Notice shall become final and shall not be subject to further review, challenge or adjustment.

  • The Settlement Arbitrator shall determine the Closing Cash, the Closing Indebtedness, and the Closing Transaction Fees in accordance with the standards described in this Section 2.13.

  • In calculating the Closing Working Capital, Closing Cash, Closing Indebtedness and/or Closing Transaction Fees, the Settlement Accountants shall be limited to addressing only the particular disputes referred to in the Calculation Notice.

  • In calculating the Closing Working Capital, Closing Cash, Closing Indebtedness and/or Closing Transaction Fees, the Settlement Accountants shall be limited to addressing any particular disputes referred to in the Calculation Notice.

  • The Company shall prepare and deliver to Buyer a draft Closing Transaction Fees Certificate not later than five (5) Business Days prior to the scheduled Closing Date.

  • The “Transaction Fees Adjustment Amount,” which may be positive or negative, shall mean (i) the Closing Transaction Fees, as finally determined in accordance with this Section 2.13, minus (ii) the Estimated Transaction Fees.

  • The Settlement Arbitrator shall determine the Closing Working Capital, the Closing Cash, the Closing Indebtedness and the Closing Transaction Fees in accordance with the standards described in this Section 2.12.

Related to Closing Transaction Fees

  • 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 Fees means fees paid or payable by the Service Recipients, which are on market terms, with respect to financial advisory services ordinarily carried out by investment banks in the context of mergers and acquisitions transactions.

  • 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.

  • Acquisition Fees means the fee payable to the Advisor pursuant to Section 8.01 plus all other fees and commissions, excluding Acquisition Expenses, paid by any Person to any Person in connection with making or investing in any Property or other Permitted Investment or the purchase, development or construction of any Property by the Company. Included in the computation of such fees or commissions shall be any real estate commission, selection fee, Development Fee, Construction Fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be Development Fees and Construction Fees paid to Persons not Affiliated with the Advisor in connection with the actual development and construction of a Property.

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • Transaction Fee means the fee, in respect of a Sub-Fund, which may be charged for the benefit of the Trustee, the Registrar and/or the Service Agent or the Conversion Agent (as the case may be) to each Participating Dealer on each Dealing Day upon which an Application has been or Applications have been made by the relevant Participating Dealer.

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

  • Acquisition Fee means any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with making or investing in Mortgages or the purchase, development or construction of a Property, including real estate commissions, selection fees, Development Fees, Construction Fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be Development Fees and Construction Fees paid to any Person not affiliated with the Sponsor in connection with the actual development and construction of a project.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • 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).

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

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

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

  • 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.

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

  • 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.

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

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

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

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

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Closing Fee has the meaning set forth in Section 2.09(c).

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.