Estimated Transaction Expenses definition

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

Estimated Transaction Expenses has the meaning set forth in Section 1.5(a).

Estimated Transaction Expenses is defined in Section 2.5.1.

Examples of Estimated Transaction Expenses in a sentence

• Not more than three (3) Business Days prior to the Closing, the Sellers shall provide Buyer with a spreadsheet, certified by the Chief Financial Officer of each Seller (the “Spreadsheet”) setting forth the amount of any unpaid Transaction Expenses as of the close of business on the Closing Date (the “Estimated Transaction Expenses”), with detailed supporting schedules and documentation therefor, as well as written payment instructions for each Person to whom the Estimated Transaction Expenses will be paid.

• Seller shall provide Buyer and any accountants or advisors retained by Buyer with reasonable access to the Records of the Group Companies for the purpose of enabling Buyer and its accountants and advisors to calculate, and to review Seller’s calculation of the Estimated Closing Net Working Capital Amount, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses and Estimated Purchase Price.

• The "Estimated Purchase Price" means (i) $480,000,000 (the "Base Value"), plus (ii) the amount, if any, by which Estimated Net Working Capital exceeds Target Working Capital, minus (iii) the amount, if any, by which Target Working Capital exceeds Estimated Net Working Capital, plus (iv) the Estimated Cash on Hand, minus (v) the Estimated Indebtedness, minus (vi) the Estimated Transaction Expenses, minus (vii) the IP Purchase Price.

• The Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet (except in instances where the Seller’s prior accounting practices differ from GAAP and consistent application thereof, which differences are summarized on Section 2.4 of the Seller Disclosure Schedules (the “Applicable Accounting Principles”)) and the Sample Statement.

• In addition, the Initial Value will be adjusted upward by the amount of any Estimated Cash, adjusted downward by the amount of any Estimated Indebtedness, any Estimated Transaction Expenses, any Estimated Unspent Capital Expenditure Amount, the Cap Gemini Excess Amount, the Esfel Amount, the Separation Delay Amount and the Debt Swap Amount.

More Definitions of Estimated Transaction Expenses

Estimated Transaction Expenses has the meaning ascribed to such term in Section 1.2(b)(i).

Estimated Transaction Expenses means the Company’s good faith estimate of the Closing Transaction Expenses, as set forth on the Pre-Closing Statement.

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

Estimated Transaction Expenses means the Seller’s good faith estimate of the Closing Transaction Expenses, as set forth on the Pre-Closing Statement.

Estimated Transaction Expenses. Section 2.9(a)

Estimated Transaction Expenses means Seller’s good faith estimate of the Transaction Expenses as set forth on the statement delivered pursuant to Section 4.2(b).

Estimated Transaction Expenses means $35,000,000.