Estimated Seller Expenses definition

Estimated Seller Expenses has the meaning set forth in Section 2.4(a).
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Estimated Seller Expenses means the estimated Seller Expenses as of the Close of Business on the Closing Date as set forth on the Closing Certificate.
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Estimated Seller Expenses means the estimate of Seller Expenses as agreed in good faith by the Company and the Buyer no later than three (3) business days prior to the Closing Date.
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Examples of Estimated Seller Expenses in a sentence

  • The “Estimated Purchase Price” shall mean (i) $174,000,000, plus (ii) the amount by which Estimated Net Working Capital exceeds Target Working Capital (or minus the amount by which Target Working Capital exceeds Estimated Net Working Capital), plus (iii) the total amount of Estimated Cash on Hand, minus (iv) the outstanding amount of Estimated Indebtedness, minus (v) the amount of Estimated Seller Expenses.

  • If the Closing Seller Expenses Amount as finally determined pursuant to this Section 2.4 is less than the Estimated Seller Expenses Amount (the amount by which the final Closing Seller Expenses Amount is less than Estimated Seller Expenses Amount, the "Deficit Seller Expenses Amount"), then Buyer shall pay to the Sellers' Representative, for the account of Sellers in accordance with the framework set forth on Annex 2.2, an amount equal to the Deficit Seller Expenses Amount.

  • No later than three (3) Business Days prior to the Closing Date, Seller shall provide Buyer with (a) appropriate payoff letters and forms of Lien releases with respect to all Closing Indebtedness of the Company and Subsidiaries, (b) a schedule setting forth the Estimated Seller Expenses and (c) a flow of funds (the “Funds Flow Memorandum”) accurately setting forth the amounts to be paid pursuant to Section 1.4 along with the payees thereof and the wire instructions therefor.

  • At least three (3) business days prior to the Closing Date, the Seller’s Representative shall deliver to the Buyer the Closing Certificate, which shall set forth a reasonable, good faith estimate of the Estimated Indebtedness, Estimated Seller Expenses and the Estimated Liabilities, in each case as mutually agreed to by the Buyer and the Sellers’ Representative.

  • As used herein, “Estimated Net Purchase Price” means the Purchase Price plus (A) the Estimated Cash, plus (B) any Working Capital Overage, minus (C) the sum of (i) the Closing Indebtedness, (ii) the Estimated Seller Expenses and (iii) any Working Capital Underage.

  • The “Estimated Purchase Price” shall mean an aggregate amount equal to (i) $820,000,000 (“Enterprise Value”) (ii) minus Estimated Agreed Capital Lease Amount, (iii) plus the amount of Estimated Company Cash (iv) plus the amount by which Estimated Net Working Capital exceeds Target Working Capital, or minus the amount by which Target Working Capital exceeds Estimated Net Working Capital, (v) minus the outstanding amount of Estimated Company Indebtedness, and (vi) minus Estimated Seller Expenses.

  • We may divide these reasons into particular aspects of electricity markets and particular aspects of Chinese electricity markets.

  • Data collection process: Throughout this redevelopment, the Development and Community Revitalization department will track CM/GC expenses, change orders and target business participation, and will report outcomes vs expectations at the end of the project.


More Definitions of Estimated Seller Expenses

Estimated Seller Expenses means the Seller Expenses as agreed in good faith by the Company and Parent no later than three business days prior to the Closing Date. The term “Seller Expenses” shall mean any and all Transaction Expenses (as defined below) of the Company, any of its Subsidiaries or, to the extent that the Company, or any of its Subsidiaries may pay or reimburse others or may otherwise be or become obligated to pay or reimburse others or may be or become liable, any Company Securityholder; provided, however, that for avoidance of doubt the Company and Parent acknowledge and agree that the bonus payable to Xxxxxx X. Xxxxxxxx that is contingent upon the closing of the Merger (such bonus not to exceed $100,000) shall not be considered a “Seller Expense”. A statement of Estimated Seller Expenses shall be attached to this Agreement as Schedule 2.1(a)(iii)(X).
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Estimated Seller Expenses has the meaning set forth in Section 1.3(b). “Ex-Im Laws” means all Laws and regulations relating to export, re-export, transfer or import controls, including, without limitation, the Export Administration Regulations administered by the U.S. Department of Commerce, and customs and import Laws administered by U.S. Customs and Border Protection. “FDA” shall mean the United States Food and Drug Administration. “Final Determination Date” has the meaning set forth in Section 1.3(d)(iv). “Final Purchase Price” means an amount equal to (a) seventeen million five hundred thousand dollars ($17,500,000.00), plus (b) the amount, if any, by which the Closing Net Working Capital exceeds the Target Net Working Capital, minus (c) the amount, if any, by which the Target
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Estimated Seller Expenses means a good faith estimate by the Company of the Seller Expenses.
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Related to Estimated Seller Expenses

  • Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

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

  • 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.

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

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

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

  • Transfer expenses means all expenses of a transfer that the transfer agreement requires the payee to pay or have deducted from the gross advance amount, including, but not limited to, court filing fees, attorney fees, escrow fees, lien recordation fees, judgment and lien search fees, finders' fees, commissions, and other payments to a broker or other intermediary. Transfer expenses do not include preexisting obligations of the payee that are payable for the payee's account from the proceeds of a transfer.

  • Prepaid Expenses has the meaning set forth in Section 1.2(f).

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

  • Company Expenses has the meaning set forth in Section 11.3(a)(v).

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

  • 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.

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

  • Cash Expenses means, for any period, the Operating Expenses for the operation of the Property as set forth in an Approved Annual Budget to the extent that such expenses are actually incurred by Borrower minus any payments into the Tax and Insurance Escrow Fund.

  • Property Expenses means the costs (including, but not limited to, payroll, taxes, assessments, insurance, utilities, landscaping and other similar charges) of operating and maintaining any Eligible Property, which are the responsibility of the Borrower or the applicable Guarantor that are not paid directly by the tenant, including without limitation, the Annual Capital Expenditure Reserve and the greater of (a) 3% of rents and (b) actual management fees paid in cash, but excluding depreciation, amortization and interest costs.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Reimbursable Costs means expenses incurred by the employee in the course of engaging in the planned learning activity and include registration, tuition and examination fees as well as textbooks/discs and applicable taxes. They may also include reasonable, incremental meal, accommodation and travel expenses.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Company Reimbursable Costs means the actual costs and expenses incurred by Company and/or its Affiliates in connection with performance of the Company Work or otherwise incurred by Company and/or its Affiliates in connection with this Agreement, and including, without limitation, any such costs that may have been incurred by Company and/or its Affiliates in connection with the Company Work or this Agreement prior to the Effective Date. These Company Reimbursable Costs shall include, without limitation, the actual expenses for labor (including, without limitation, internal labor), services, materials, subcontracts, equipment or other expenses incurred in the execution of the Company Work, all applicable overhead, overtime costs, all federal, state and local taxes incurred (including, without limitation, all taxes arising from amounts paid to Company that are deemed to be contributions in aid of construction), all costs of outside experts, consultants, counsel and contractors, all other third-party fees and costs, and all costs of obtaining any required permits, rights, consents, releases, approvals, or authorizations acquired by or on behalf of Company, including, without limitation, the Required Approvals.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

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

  • Accrued Expenses means the accrued and unpaid expenses appearing as a Liability on the Preliminary Closing Statement or the Final Closing Statement.

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

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if: