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 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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Examples of Estimated Closing Date Transaction Expenses in a sentence

  • 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).


More Definitions of Estimated Closing Date Transaction Expenses

Estimated Closing Date Transaction Expenses has the meaning specified in Section 3.3.
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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 the Closing Date Transaction Expenses estimated on the Estimate Statement.
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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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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).

  • 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, costs, or expenses incurred or paid by Holdings, the Borrower, or any of their respective Affiliates in connection with the Transactions, this Agreement, and the other Credit Documents, and the transactions contemplated hereby and thereby.

  • Seller Transaction Expenses means the fees and expenses (including legal, accounting, investment banking, advisory and other fees and expenses) of the Acquired Companies and the Sellers incurred in connection with the negotiation and the consummation of the Contemplated Transactions.

  • Company Transaction Expenses means, without duplication, all out-of-pocket fees and expenses paid or payable by (whether or not billed or accrued for) as a result of or in connection with the Company’s negotiation, documentation and consummation of this Agreement and the transactions contemplated hereby or investigating or pursuing a going-public transaction including: (i) fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (ii) change-in-control payments, stay, sale or transaction bonuses, retention payments, severance or similar compensatory payments payable to any current or former employee, consultant, independent contractor, officer, or director as a result of the transactions contemplated hereby, including the employer portion of payroll Taxes arising therefrom (including any employment Taxes deferred under any COVID-19 Response Law), (iii) 50% of the filing fees payable to the Antitrust Authorities and SEC in connection with the transactions contemplated hereby, (iv) 50% of the fees incurred in connection with the PIPE Investment (or any Alternative PIPE Investment), (v) amounts owing or that may become owed, payable or otherwise due (whether or not accrued), directly or indirectly, in connection with the consummation of the transactions contemplated hereby, including fees, costs and expenses related to obtaining any consents required to be obtained hereunder, (vi) the Cash Transaction Bonus Amount, and (vii) such expenses detailed in (i) through (vi) incurred by Affiliates of the Company in connection with the transactions contemplated herein. For the avoidance of doubt, Company Transaction Expenses shall exclude (i) Indebtedness and (ii) any payments that are payable pursuant to an agreement or other arrangement entered into by or at the direction of Acquiror or its Affiliates.

  • 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 2.05(a)(ii).

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

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

  • Closing Date Balance Sheet has the meaning specified in Section 2.3(b).

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

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

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

  • 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.