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 2.05(a)(i).

Estimated Closing Transaction Expenses shall have the meaning set forth in Section 3.4(a).

Examples of Estimated Closing Transaction Expenses in a sentence

• In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

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

• Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments).

• Payments to Persons who are due amounts in respect of the Estimated Closing Transaction Expenses and the Estimated Funded Indebtedness shall be made by Buyer or Buyer Designee on the Closing Date by wire transfer of immediately available funds to accounts specified by Seller in the Closing Payment Certificate.

• The Corporation shall pay, or cause to be paid, to the relevant Persons the Estimated Closing Transaction Expenses.

More Definitions of Estimated Closing Transaction Expenses

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 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 Company’s good faith estimate of the Closing Transaction Expenses as set forth in the statement delivered pursuant to Section 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.

Estimated Closing Transaction Expenses means UPS’s good faith estimate of the aggregate amount of Closing Transaction Expenses, as delivered in accordance with Section 2.4(b).

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