Company Closing Expenses definition

Company Closing Expenses means the expenses incurred by the Company in connection with the consummation of the series of transactions contemplated hereby, including, without limitation, transaction-related expenses of counsel and accountants (but not including regular audit fees), printing, filing, investment banking and financial advisory fees and commissions.
Sample 1Sample 2Sample 3
Company Closing Expenses means the fees and expenses of counsel, financial advisers and accountants incurred or accrued by the Company, whether on its own behalf or on behalf of the Holders, through the Closing Date in connection with the transactions contemplated hereby.
Sample 1Sample 2Sample 3
Company Closing Expenses means the aggregate amount of all out-of-pocket and documented costs, fees and expenses payable to third parties incurred by or on behalf of the Company or the Surviving Company in connection with (i) directors’ and officers’ liability insurance tail policy in accordance with Section 6.02; (ii) any broker fees payable to Lincoln International LLC; (iii) the amount of any withholding or payroll Taxes due in respect of the cancellation and conversion of the Company Options in accordance with Section 3.03; and (iv) legal fees to effect the Second Merger, in an amount not to exceed $15,000.
Sample 1

Examples of Company Closing Expenses in a sentence

  • At the Closing, subject to Section 5.7, Parent shall cause the payment of the Company Closing Expenses directly to those Persons designated in writing on Section 1.13 of the Disclosure Schedule as being entitled thereto.

  • As soon as reasonably practicable prior to the Closing, the Stockholder Representatives shall designate in writing the amounts payable to such Persons as Company Closing Expenses.

  • The balance of the Fund has continued to increase over the last few years as a result of decreased funding requests.

  • At the Closing, subject to Section 5.7, Company shall cause the payment of the Company Closing Expenses directly to those Persons designated in writing on Section 1.12 of the Disclosure Schedule as being entitled thereto.

  • The Company and Acquiror shall have met and conferred regarding the Company Transaction Expenses, the Company Closing Expenses, the Closing Cash and the Closing Indebtedness, and prior to Closing, have made such changes thereto as the Parties may mutually and in good faith agree.

  • The Company shall provide Acquiror and its representatives with reasonable access during normal business hours to the relevant books, records and finance personnel of the Company to enable Acquiror and its representatives to review and analyze the Company Transaction Expenses, the Company Closing Expenses, the Closing Cash and the Closing Indebtedness.

  • Any expenses incurred in obtaining such certificates or documents will be listed on the Company Closing Expenses Schedule but not reduce the Common Stock Per Share Merger Consideration if the action was taken at Parent’s request..

  • Xxxxx pursuant to such agreement have been set forth on the Company Closing Expenses Schedule.

  • Prior to the Closing Date, the Company has provided to Acquiror a written statement, signed by an officer of the Company, setting forth the amount of Company Transaction Expenses that will remain outstanding on the Closing Date, the Company Closing Expenses, the Closing Cash and the Closing Indebtedness.

  • Immediately prior to the Closing, Purchaser shall advance to or for the benefit of the Company such funds as it may require to pay the Company Closing Expenses.


More Definitions of Company Closing Expenses

Company Closing Expenses means all of the Company’s and/or the Shareholders’ expenses, fees or charges incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the Escrow Agreement and any document contemplated hereby or thereby, including without limitation all attorneys’, accountants’, consultants’, professionals’, investment bankers’ and other advisors’ fees and expenses that have not been paid in full in cash as of the Closing. Without limiting the foregoing, Company Closing Expenses include (i) all expenses and payments incurred or made in connection with obtaining consents or waivers from landlords, customers, vendors, Governmental Bodies or any other party from whom a consent or waiver is required in connection with the Transaction (but specifically excluding all expenses, fees, charges and payments relating to FCC license transfer approvals, including, but not limited to international 214 licenses, which shall be borne by Buyer), (ii) all transaction or change in control bonuses paid by the Company as part of the Transaction, (iii) 50% of the fees and expenses of the Escrow Agent and the Payment Agent (the balance of which shall be borne by Buyer), and (iv) the costs of the “discovery/runoff” or “tail” insurance policy described in Section 5.7(c).
Sample 1
Company Closing Expenses. All attorneys' fees and other legal costs and expenses, accountants' fees and other accounting costs and expenses and investment banker fees and other investment banking costs and expenses incurred by the Company in connection with its negotiation, preparation and execution of this Agreement and its consummation of the Merger and the other transactions contemplated hereby. Company Common Stock. As defined in the Recitals hereto. Company's Knowledge or Knowledge. The knowledge after due inquiry and reasonable investigation of each of the senior executives of the Company, including, without limitation, Samuxx X. Xxxxx, Xxexxxxxx X. Xxxxxxxx, Xxvix Xxxxxxxx, Xxth Xxxkeley, Nancx Xxxxxxx, Xxch Xxxxxx, Xxd Xxxxxx xxx Davix Xxxxxx.
Sample 1
Company Closing Expenses means the sum of the (i) Professional Expenses and (ii) Change In Control and Retention Payments.
Sample 1
Company Closing Expenses means (a) one-half (1/2) of any escrow fee or escrow termination fees resulting from the Transactions, (b) any loan assumption fee or prepayment penalty associated with the assumption or payment, as the case may be, of any loans by Parent in connection with the Transactions, and (c) cost of expenses required to release or terminate any Encumbrance not permitted hereunder.
Sample 1

Related to Company Closing Expenses

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

  • 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.

  • Pre-Opening Expenses means, with respect to any fiscal period, the amount of expenses (other than interest expense) incurred with respect to capital projects that are classified as “pre-opening expenses” on the applicable financial statements of the Company and its Restricted Subsidiaries for such period, prepared in accordance with U.S. GAAP.

  • Qualifying expenses means the actual costs a relocating employee incurs for relocation expenses, which may include moving costs, closing costs for a primary residence, rental security deposit, one month’s rent payment, and other relocation expenses established in Agency guidelines.

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

  • Company Reimbursable Costs means the actual costs and expenses incurred by Company and/or its Affiliates in connection with performance of the Company Work or otherwise incurred by Company and/or its Affiliates in connection with this Agreement, and including, without limitation, any such costs that may have been incurred by Company and/or its Affiliates in connection with the Company Work or this Agreement prior to the Effective Date. These Company Reimbursable Costs shall include, without limitation, the actual expenses for labor (including, without limitation, internal labor), services, materials, subcontracts, equipment or other expenses incurred in the execution of the Company Work, all applicable overhead, overtime costs, all federal, state and local taxes incurred (including, without limitation, all taxes arising from amounts paid to Company that are deemed to be contributions in aid of construction), all costs of outside experts, consultants, counsel and contractors, all other third-party fees and costs, and all costs of obtaining any required permits, rights, consents, releases, approvals, or authorizations acquired by or on behalf of Company, including, without limitation, the Required Approvals.

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

  • Company Expenses has the meaning set forth in Section 11.3(a)(v).

  • 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).

  • 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.

  • 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.

  • Parent Expenses means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including trademarks, service marks, trade names, trade dress, domain names, social media identifiers and accounts, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data, databases and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iii) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person, or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses of any Parent incurred in the ordinary course of business, and (v) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

  • Basic living expenses means the cost of basic food, shelter, and any other expenses of a Domestic Partner which are paid at least in part by a program or benefit for which the partner qualified because of the Domestic Partnership. The individuals need not contribute equally or jointly to the cost of these expenses as long as they agree that both are responsible for the cost.

  • 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.

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

  • Selling Expenses means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.

  • Restructuring Expenses means losses, expenses and charges incurred in connection with restructuring within the Issuer and/or one or more Restricted Subsidiaries, including in connection with integration of acquired businesses or Persons, disposition of one or more Subsidiaries or businesses, exiting of one or more lines of businesses and relocation, disposition or consolidation of facilities, including severance, curtailments or modifications of pension plans, lease termination and other non-ordinary-course, non-operating costs and expenses in connection therewith.

  • Accrued Expenses means the accrued and unpaid expenses appearing as a Liability on the Preliminary Closing Statement or the Final Closing Statement.

  • Qualifying Expenditures means those expenditures for energy conservation measures that have a simple payback period of not less than one year and not more than 10 years and expenditures for the above-market costs of new renewable energy resources, provided that the Oregon Department of Energy may establish by rule a limit on the maximum above-market cost for renewable energy that is allowed as a credit.

  • Current closure cost estimate means the most recent of the estimates pre- pared in accordance with § 265.142 (a), (b), and (c).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Gross Operating Expenses shall include (i) all costs and expenses of operating the Hotel included within the meaning of the term “Total Costs and Expenses” contained in the Uniform System and, (ii) without duplication, the following: all salaries and employee expense and payroll taxes (including salaries, wages, bonuses and other compensation of all employees of the Hotel, and benefits including life, medical and disability insurance and retirement benefits), expenditures described in Section 9.1, operational supplies, utilities, insurance to be provided by Lessee under the terms of this Lease, governmental fees and assessments, common area maintenance costs and other common area fees and assessments, food, beverages, laundry service expense, the cost of Inventories, license fees, advertising, marketing, reservation systems and any and all other operating expenses as are reasonably necessary for the proper and efficient operation of the Hotel and the Leased Property incurred by Lessee in accordance with the provisions hereof (excluding, however, (i) federal, state and municipal excise, sales and use taxes collected directly from patrons and guests or as a part of the sales price of any goods, services or displays, such as gross receipts, admissions, cabaret or similar or equivalent taxes paid over to federal, state or municipal governments, (ii) the cost of insurance to be provided under Article 13, (iii) expenditures by Lessor pursuant to Article 13 and (iv) payments on any Mortgage or other mortgage or security instrument on the Hotel); all determined in accordance with generally accepted accounting principles. No part of Lessee’s central office overhead or general or administrative expense (as opposed to that of the Hotel), and no operating expenses paid or payable by tenants under Space Leases, shall be deemed to be a part of Gross Operating Expenses, as herein provided. Reasonable out-of-pocket expenses of Lessee incurred for the account of or in connection with the Hotel operations, including but not limited to postage, telephone charges and reasonable travel expenses of employees, officers and other representatives and consultants of Lessee and its Affiliates, shall be deemed to be a part of Gross Operating Expenses and such Persons shall be afforded reasonable accommodations, food, beverages, laundry, valet and other such services by and at the Hotel without charge to such Persons or Lessee.

  • 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.

  • Public Company Costs means, as to any Person, costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith and costs relating to compliance with the provisions of the Securities Act and the Exchange Act or any other comparable body of laws, rules or regulations, as companies with listed equity, directors’ compensation, fees and expense reimbursement, costs relating to enhanced accounting functions and investor relations, stockholder meetings and reports to stockholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, listing fees and other transaction costs, in each case to the extent arising solely by virtue of the listing of such Person’s equity securities on a national securities exchange or issuance of public debt securities.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Marketing Expenses means all costs and expenses incurred in connection with the Commercialization of the Product in the Territory, including, without limitation: (a) marketing, advertising, sampling, and promotional activities; (b) marketing studies; (c) primary and secondary market research; (d) promotional materials; and (e)