Estimated Closing Transaction Expenses has the meaning specified in Section 2.03(b).
Estimated Closing Transaction Expenses has the meaning set forth in Section 3.02(a).
Estimated Closing Transaction Expenses has the meaning set forth in the Section 1.06(b)(i) (A).
Examples of Estimated Closing Transaction Expenses in a sentence
The aggregate purchase price to be paid by Buyer at the Closing for all of the Equity Interests and the Transferred Assets and Liabilities shall be an amount equal to (i) the Base Purchase Price, plus (ii) the Estimated Net Working Capital Adjustment, plus (iii) the Estimated Closing Cash, minus (iv) the Estimated Completion Bonus Amount, minus (v) the Estimated Closing Indebtedness, minus (vi) the Estimated Closing Transaction Expenses (the “Closing Purchase Price”).
More Definitions of Estimated Closing Transaction Expenses
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 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 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 is defined in Section 2.5(a).
Estimated Closing Transaction Expenses means the Seller’s good faith estimate of the Closing Transaction Expenses, as set forth on the Pre-Closing Statement.
Estimated Closing Transaction Expenses has the meaning set forth in Section 2.02(b)(i). “Estimated Closing Working Capital” has the meaning set forth in Section 2.02(b)(i). “Estimated Working Capital Adjustment” has the meaning set forth in Section 2.02(b)(ii). “FCPA” has the meaning set forth in Section 3.14(c). “Financial Statements” has the meaning set forth in Section 3.06. “GAAP” means United States generally accepted accounting principles in effect on the date hereof. “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction. “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority. “Hazardous Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing 9
Estimated Closing Transaction Expenses has the meaning set forth in Section 2.04(a)(i)(C). Securities Purchase Agreement 7 Project Acorn