Estimated Closing Date Transaction Expenses definition

Estimated Closing Date Transaction Expenses has the meaning specified in Section 2.2(b).
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Estimated Closing Date Transaction Expenses shall have the meaning set forth in the definition of “Estimated Closing Statement” in this Exhibit A.
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Estimated Closing Date Transaction Expenses has the meaning specified in Section 3.3.
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Examples of Estimated Closing Date Transaction Expenses in a sentence

  • Board MeetingsPursuant to section 96 of the Local Government (Auckland Council) Act 2009, the Board will ensure that the following two specific meetings during each financial year are open to members of the public:• A meeting to consider AT’s performance under its SOI in the previous financial year; and• A meeting to consider the Council’s shareholder comments on the draft SOI for the following financial year.There are typically eight board meetings per year.

  • If the Final Closing Date Transaction Expenses are less than the Estimated Closing Date Transaction Expenses, the Purchase Price shall be increased by an amount equal to the difference.

  • Prior to the Closing, the Company shall consider in good faith any comments from New Parent with respect to the Estimated Closing Cash, the Estimated Closing Date Indebtedness or the Estimated Closing Date Transaction Expenses; provided, that, in the event of any disagreement between the Company and New Parent, the Estimated Closing Statement delivered by the Company shall be used for purposes of the Closing.

  • Pursuant to Section 1.11 (Closing Payment), Parent shall cause the payment of: (i) the Estimated Closing Date Transaction Expenses, if any, to the Persons identified on the Estimated Closing Statement and for which it has received applicable wire instructions and (ii) the Terminated Indebtedness.

  • Not less than three (3) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s calculation of the Estimated Purchase Price (including the Estimated Closing Date Net Working Capital, the Estimated Closing Date Cash Amount, the Estimated Closing Date Indebtedness Amount and the Estimated Closing Date Transaction Expenses).

  • Not less than three (3) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a written ​ ​ statement (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s calculation of the Estimated Purchase Price (including the Estimated Closing Date Net Working Capital, the Estimated Closing Date Cash Amount, the Estimated Closing Date Indebtedness Amount and the Estimated Closing Date Transaction Expenses).

  • Consideration Amount)); minus (b) the Estimated Closing Date Transaction Expenses.

  • Subject to the adjustments set forth in Section 2.4, the “Purchase Price” shall consist of $87,300,000 in cash (the “Base Purchase Price”), plus (i) the Estimated Net Working Capital Adjustment Amount, less (ii) Estimated Closing Date Funded Debt, plus (iii) Estimated Closing Date Cash, less (iv) Estimated Closing Date Transaction Expenses, less (v) the Escrow Amount.

  • The Company shall deliver all applicable wire instructions for the payment of any Estimated Closing Date Transaction Expenses to be paid at the Closing (to the extent available) and the Terminated Indebtedness to Parent at least two (2) Business Days prior to the Closing.


More Definitions of Estimated Closing Date Transaction Expenses

Estimated Closing Date Transaction Expenses shall have the meaning set forth in Section 1.10(a) of this Agreement.
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Estimated Closing Date Transaction Expenses means Seller’s good faith estimate (as of the Closing) of the Closing Date Transaction Expenses.
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Estimated Closing Date Transaction Expenses means the Sellers’ reasonable, good faith estimate of Closing Date Transaction Expenses as of the close of business on the Closing Date.
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Estimated Closing Date Transaction Expenses shall have the meaning set forth in Section 2.1(b). “Estimated Closing Date Working Capital” shall have the meaning set forth in Section 2.1(b). “Excluded Assets” shall mean the following assets, rights and properties of the Asset Sellers, which, for the avoidance of doubt, shall not be Acquired Assets: (i) any rights in or to any Asset Seller’s franchise to be a corporation and its charter, corporate seal, minute books, stock books and other corporate records relating to its corporate existence and capitalization;
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Estimated Closing Date Transaction Expenses means the Closing Date Transaction Expenses estimated on the Estimate Statement.
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Related to Estimated Closing Date Transaction Expenses

  • 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).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • 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 Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • 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 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.

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

  • 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).

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

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

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

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

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

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

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

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

  • 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.

  • 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.