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
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.
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.
More Definitions of Estimated Third Party Expenses
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 1.7(a)(iii) of the Agreement.
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 means Third Party Expenses ------------------------------ (as defined in Section 5.4) of the Seller on the Closing Date as estimated by the Seller and the Principal Stockholders in good faith and based on reasonable assumptions.
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.
Estimated Third Party Expenses means Third Party Expenses (as defined in Section 5.4) of the Company on the Closing Date as estimated by the Company in good faith and based on reasonable assumptions. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "GAAP" shall mean United States generally accepted accounting principles. "Key Employees" shall mean those employees of the Company listed on Exhibit B. 3
Estimated Third Party Expenses means Third Party Expenses (as defined in Section 5.17) of Target on the Closing Date as estimated by Target in good faith and based on reasonable assumptions and as reflected on the Statement of Expenses (as defined in Section 5.17).