Estimated Third Party Expenses definition

Estimated Third Party Expenses means the amount of Third Party Expenses (both paid and unpaid) incurred or expected to be incurred by the Company as of the Closing Date as estimated by the Company in good faith and based on reasonable assumptions, as set forth on the Statement of Expenses.

Estimated Third Party Expenses has the meaning ascribed to it in Section 2.26.

Estimated Third Party Expenses means the amount of Third Party Expenses (as defined in Section 5.4) payable by the Company estimated by the Company in good faith and based on reasonable assumptions of the Closing Date.

Examples of Estimated Third Party Expenses in a sentence

• The amount of Estimated Third Party Expenses will reduce the Merger Consideration in accordance with Section 1.4(c) and will be paid at Closing.

• The Company’s Third Party Expenses (as defined in Section 5.5) shall not exceed the greater of (i) Company’s Estimated Third Party Expenses (as defined in Section 1.4) or (ii) $25,000.

• The Company shall provide Parent with a statement of Estimated Third Party Expenses incurred by the Company three (3) business days prior to the Closing Date in form reasonably satisfactory to Parent (the "STATEMENT OF EXPENSES").

• If, and only if, the actual Third Party Expenses exceed the Estimated Third Party Expenses, Parent will be entitled to recover such excess starting with dollar one from the General Escrow Fund, in accordance with Article 7.

• Notwithstanding the foregoing, Third Party Expenses of the Company in excess of (i) $40,000 and (ii) the amount by which Estimated Third Party Expenses exceed $40,000 shall be losses for which Parent is entitled to indemnification pursuant to Section 7.2 hereof, without ----------- regard to the Basket Amount (as defined below).

More Definitions of Estimated Third Party Expenses

Estimated Third Party Expenses means Third Party Expenses (as defined in Section 5.11) of the Company on the Closing Date as estimated by the Company in good faith and based on reasonable assumptions and as reflected on the Statement of Expenses (as defined in Section 5.18).

Estimated Third Party Expenses means the amount of Third Party Expenses (as defined in SECTION 5.5 hereof) set forth on the Statement of Expenses (as defined in SECTION 5.5 hereof).

Estimated Third Party Expenses shall have the meaning specified in Section 3.9 of the Agreement.

Estimated Third Party Expenses means the amount of Third Party Expenses anticipated to be incurred or payable by the Company or any of its Subsidiaries upon or after the Closing (including amounts incurred or payable prior to the Closing that remain unpaid as of immediately prior to the Closing), as estimated by the Company in good faith and based on reasonable assumptions as of the Closing Date.

Estimated Third Party Expenses means the amount of unpaid Third Party Expenses incurred by the Company prior to or at the Closing, or anticipated to be incurred or payable by the Company after the Closing, as estimated by the Company in good faith and based on reasonable assumptions as of the Closing Date and as set forth in the Statement of Expenses of the Company to be delivered to Parent pursuant to Section 6.13 of this Agreement.

Estimated Third Party Expenses and “Estimated Closing Cash”, “Estimated Closing Working Capital”, and “Estimated Closing Working Capital Adjustment”, respectively), in each case, calculated as of the applicable Measurement Time and accompanied by reasonably detailed back-up documentation for such calculations; and (B) the Cash Consideration calculated based on such estimated amounts (including the component pieces thereof) (such estimate, the “Estimated Cash Consideration”); and (ii) a spreadsheet (the “Closing Spreadsheet”) with the information set forth on Schedule 1.3, as of immediately prior to the Closing, in each case, accompanied by reasonably detailed back-up documentation for such calculations. Xxxxxx prepared the Estimated Closing Statement in accordance with the accounting principles forth on Exhibit A (the “Accounting Principles”). In no event will any of Buyer’s rights be considered waived, impaired, or otherwise limited as a result of Buyer not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

Estimated Third Party Expenses has the meaning set forth in Section 2.26. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder. "Exchange Ratio" means the quotient obtained by dividing (a) the Aggregate Share Number by (b) the Aggregate Common Number. "Expiration Date" has the meaning set forth in Section 7.1. "Financial Statement Date" means December 31, 2002. "GAAP" means generally accepted accounting principles in the United States, as in effect from time to time. "Governmental or Regulatory Authority" means any court, tribunal, arbitrator, authority, agency, bureau, board, commission, department, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, and shall include any stock exchange, quotation service and the NASD. "Grossed-Up Basis" means, when used to describe the basis on which the payment of a specified sum is to be made, a basis such that the amount of such payment, after being reduced by the amount of all Taxes imposed on the recipient of such payment as a result of the receipt or accrual of such payment, will equal the specified sum.