Closing Unpaid Transaction Expenses definition

Closing Unpaid Transaction Expenses means Transaction Expenses of the Company and its Subsidiaries that are unpaid as of immediately prior to the Closing.
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Closing Unpaid Transaction Expenses means, as of the Reference Time, the aggregate amount of (a) unpaid fees, costs and expenses and other similar amounts incurred by, charged to, payable by or subject to reimbursement by the Company or any of its Subsidiaries in connection with the preparation, negotiation or execution of this Agreement or the consummation of the transactions contemplated hereby, (b) any unpaid transaction, change in control, stay, retention or similar bonuses payable to any Company Employees or Company Independent Contractors as a result of the consummation of the transactions contemplated hereby, in each case, whether payable on or after the Closing, including the employer portion of any payroll, social security, unemployment or other Taxes payable in connection with such bonuses (excluding, for the avoidance of doubt, any amounts payable with respect to an agreement or arrangement entered into between Buyer and any Company Employees or Company Independent Contractors), (c) fifty percent (50%) of (i) the filing and other similar fees payable in connection with any filings or submissions in connection with the Regulatory Approvals, and (ii) the D&O Tail Policy, and (d) Transfer Taxes for which Seller is responsible pursuant to Section 6.3(f). For the avoidance of doubt, the Closing Unpaid Transaction Expenses shall be calculated without duplication of any amounts to the extent included in the calculation of Closing Net Working Capital or the Closing Date Indebtedness.
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Closing Unpaid Transaction Expenses has the meaning set forth in Section 2.13(c).
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Examples of Closing Unpaid Transaction Expenses in a sentence

  • The Closing Designated Intercompany Accounts Amount, Closing Indebtedness or Closing Unpaid Company Transaction Expenses, as applicable, determined by the Neutral Accountant shall be deemed to be the Final Closing Designated Intercompany Accounts Amount, Final Closing Indebtedness or Final Closing Unpaid Transaction Expenses, as applicable, and the Closing Adjustment Statement, as adjusted by the Neutral Accountant to reflect such determination, shall be deemed to be the Final Closing Adjustment Statement.

  • For the avoidance of doubt, the Closing Unpaid Transaction Expenses shall be calculated without duplication of any amounts to the extent included in the calculation of Closing Net Working Capital or the Closing Date Indebtedness.


More Definitions of Closing Unpaid Transaction Expenses

Closing Unpaid Transaction Expenses means, as of the Reference Time, the aggregate amount of (a) unpaid fees, costs and expenses and other similar amounts incurred by, charged to, payable by or subject to reimbursement by the Company or any of its Subsidiaries in connection with the preparation, negotiation or execution of this Agreement or the consummation of the transactions contemplated hereby, (b) any unpaid transaction, change in control, stay, retention or similar bonuses payable to any Company Employees or Company Independent Contractors as a result of the consummation of the transactions contemplated hereby, in each case, whether payable on or after the Closing, including the employer portion of any payroll, social security,
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Related to Closing Unpaid Transaction Expenses

  • 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.

  • Transaction Expenses means any fees or expenses incurred or paid by the Borrower or any Restricted Subsidiary in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

  • Administration Expenses Payment means the amount the Administrator will be paid from the Gross Settlement Amount to reimburse its reasonable fees and expenses in accordance with the Administrator’s “not to exceed” bid submitted to the Court in connection with Preliminary Approval of the Settlement.

  • Transaction Costs means the costs incurred or estimated by the Management Company to cover the costs (such as, but not restricted to, brokerage, Trustee charges, taxes or levies on transactions, etc.) related to the investing or disinvesting activity of the Trust’s portfolio, inter alia, necessitated by creation or cancellation of Units, which costs may be added to the NAV for determining the Offer Price of Units or to be deducted from the NAV in determining the Redemption Price.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • Closing Cash Amount shall have the meaning as set forth in Section 2.2(a) hereto.