Disclosed Seller Transaction Costs definition

Disclosed Seller Transaction Costs means those Seller Transaction Costs set out in the Completion Payments Schedule, being those Seller Transaction Costs where the precise and final quantum is known by the Lead Seller on the date the Completion Payments Schedule is provided;
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Disclosed Seller Transaction Costs means the Exchange Disclosed Seller Transaction Costs and the Completion Disclosed Seller Transaction Costs;
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Disclosed Seller Transaction Costs means the Seller Transaction Costs incurred in connection with the services provided by Xxxxxxx Datasite and the costs associated with putting in place the W&I Policy, the aggregate amount of which are £275,902.48 (inclusive of VAT);
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Examples of Disclosed Seller Transaction Costs in a sentence

  • Except for any Permitted Leakage and the Disclosed Seller Transaction Costs and unless expressly provided otherwise in this Agreement, each Party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and implementation of the Transaction Documents, but this Clause 14.9 shall not prejudice any Party’s right to seek to recover costs in any litigation or other dispute resolution procedure arising in connection with any Transaction Document.

  • Other than the Disclosed Seller Transaction Costs, There are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Transaction based on any arrangement or agreement made by or on behalf of the Group or any Group member.

  • To the extent not paid at or before Completion, the Purchaser shall procure that all Disclosed Seller Transaction Costs and any other Seller Transaction Costs notified in a Deferred Completion Schedule served under Clause 5.4(a) or Clause 5.5 (together with any VAT thereon to the extent not already taken into account in the calculation of such Disclosed Seller Transaction Costs or other Seller Transaction Costs) shall be promptly settled by the Group on or within three (3) Business Days after Completion.


More Definitions of Disclosed Seller Transaction Costs

Disclosed Seller Transaction Costs means the Seller Transaction Costs plus any amount of applicable VAT or other Taxes payable by any Group Company in respect of such fees, expenses or costs which is not recoverable as input tax by a Group Company, in the total amount of £ 6,712,113.51;
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Disclosed Seller Transaction Costs means all of the Seller Transaction Costs (including any amounts in respect of VAT) notified to the Purchaser in the Final Completion Schedule in accordance with Clause 5.2.2;
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Disclosed Seller Transaction Costs any professional fees (including without limitation, the fees of Deloitte LLP incurred in connection with the Transaction), expenses or other costs of any of the Sellers paid or agreed to be paid or incurred or owing (in connection with the transaction contemplated by this Agreement) by any member of the Group since the Locked Box Date (in each case including any unrecoverable VAT) the details of which are set out in the Completion Schedule; “DSS” U.S. Defence Security Service;
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Related to Disclosed Seller Transaction Costs

  • 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.

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

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

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

  • Seller’s Closing Documents as defined in Section 3.2(a).

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

  • Excluded Transactions means:

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

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

  • Permitted Acquisition Certificate means a certificate substantially the form of Exhibit F or any other form approved by the Administrative Agent.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • 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.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

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

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

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.