Estimated Closing Transaction Expenses definition

Estimated Closing Transaction Expenses has the meaning specified in Section 2.03(b).

Estimated Closing Transaction Expenses has the meaning set forth in Section 2.11(a).

Estimated Closing Transaction Expenses is defined in Section 3.6.1.

Examples of Estimated Closing Transaction Expenses in a sentence

• The Estimated Closing Statement, and the Estimated Closing Cash, Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Tax Gross-Up Payment, and Estimated Closing Transaction Expenses shall each be calculated on a basis consistent with this Agreement, and shall be adjusted as necessary on the Closing Date to reflect any adjustments reasonably requested by Buyer and satisfactory to Seller in its reasonable discretion.

• Seller hereby authorizes and directs Buyer to pay at the Closing, on behalf of the Seller Parties and the Company (and apply to the payment of the Purchase Price the amount of), the Estimated Closing Indebtedness and the Estimated Closing Transaction Expenses, in accordance with the payoff statements, invoices and wire instructions so provided by the Seller Parties.

• The Parties shall cooperate in arranging for the repayment of the Estimated Closing Indebtedness and Estimated Closing Transaction Expenses at the Closing.

• The Adjusted Purchase Price resulting from the Estimated Closing Net Working Capital, the Estimated Closing Cash, the Estimated Closing Indebtedness and the Estimated Closing Transaction Expenses determined in accordance with this Section 2.01(d) is referred to herein as the “Estimated Purchase Price”.

More Definitions of Estimated Closing Transaction Expenses

Estimated Closing Transaction Expenses has the meaning set forth in Section 1.3(a)(iv).

Estimated Closing Transaction Expenses means the Company’s good faith estimate of Company Transaction Expenses remaining unpaid as of the open of business on the Closing Date (including a list of each such unpaid Company Transaction Expense and the Person to whom such expense is owed).

Estimated Closing Transaction Expenses means the reasonable, good faith estimate of Boulevard and the Company of the reasonable and customary Transaction Expenses of the parties as of the Closing; it being understood that, as of the date hereof, the parties estimate that their Transaction Expenses will be comprised of fees and expenses to the advisors set forth on a document that has been agreed to and exchanged between counsel of Boulevard and the Company on the date hereof, which shall include, for each such advisor, the estimated and non-binding Transaction Expenses that is expected to be included in Estimated Closing Transaction Expenses.

Estimated Closing Transaction Expenses means the Closing Transaction Expenses, without giving effect to the transactions contemplated hereby, estimated in good faith by Seller and delivered to Buyer no later than three (3) Business Days prior to the Closing Date.

Estimated Closing Transaction Expenses means Seller’s good faith estimate of the Closing Transaction Expenses, if any, delivered to Buyer pursuant to §2.3.

Estimated Closing Transaction Expenses has the meaning set forth in Section 2.04(a)(ii). “Estimated Closing Working Capital” has the meaning set forth in Section 2.04(a)(ii). “Export Control Laws” shall mean all applicable Laws relating to the export or re- export of commodities, technologies, or services including the Export Administration Act of 1979, 24 U.S.C. §§ 2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§ 1 et. seq., the Arms Export Control Act, 22 U.S.C. §§ 2778 and 2779, and the International Boycott Provisions of Section 999 of the U.S. Internal Revenue Code of 1986. “FCPA” means the U.S. Foreign Corrupt Practices Act of 1977. “Financial Statements” has the meaning set forth in Section 3.05(a). “Fraud” means, with respect to the breaching party, that (a) such party had actual knowledge (as opposed to imputed or constructive knowledge) that a representation or warranty made by such party was untrue when made, (b) such representations and warranties were made with the express intent or with recklessness to induce another party to rely thereon to such other party’s detriment and (c) such action or inaction was relied upon by such other party and resulted in Losses. “GAAP” means United States generally accepted accounting principles in effect from time to time. “Glade” has the meaning set forth in the preamble. “Government Contracts” has the meaning set forth in Section 3.08(a)(x). “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency, authority, commission or instrumentality of such government or political subdivision, or any quasi-governmental authority (to the extent determinations by such entity have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

Estimated Closing Transaction Expenses has the meaning set forth in Section 2.04(a)(i)(C). Securities Purchase Agreement 7 Project Acorn