Final Seller Transaction Expenses definition

Final Seller Transaction Expenses has the meaning set forth in Section 1.02(c).
Sample 1Sample 2
Final Seller Transaction Expenses is defined in Section 2.4.
Sample 1
Final Seller Transaction Expenses means the amount of Seller Transaction Expenses incurred on behalf of Seller as finally determined in accordance with Section 2.4 hereof.
Sample 1

Examples of Final Seller Transaction Expenses in a sentence

  • Leading Learning, Teaching, and Curriculum — 3 hrs.(Tailored for teacher leaders in American international schools) Extensive study in the knowledge and skills needed by teacher leaders to help lead the development and delivery of curriculum, assessment and instruction focused on student achievement.

  • The proposed Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount, the Final Debt-Like Items Amount, the Final Seller Transaction Expenses Amount, and the Final Seller Closing Payment will be revised as appropriate to reflect the resolution of any such claims pursuant to this Section 2(e)(ii).

  • Within twenty-five (25) calendar days after submission to the Independent Accountant for resolution, Buyer and the Seller Representatives each shall submit a written presentation indicating in writing its position on each Disputed Item and each such Party’s resulting determination of the amount of the Final Closing Net Working Capital, Final Cash Amount, the Final Adjusted Debt Amount, the Final Seller Transaction Expenses and the Final Seller Closing Payment.

  • Within thirty (30) calendar days after submission to the Independent Accountant for resolution, Buyer and the Seller Representative shall each indicate in writing their position on each disputed matter and each such Party’s determination of the amount of the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount and the Final Seller Transaction Expenses.

  • Buyer shall also deliver to Seller all reasonable supporting documentation to support Buyer’s calculation of the Final Cash Amount, Final Indebtedness Amount, Final Debt-Like Items Amount, Final Seller Transaction Expenses Amount, Final Closing Net Working Capital and Final Seller Closing Payment.

  • If the Seller Representative does not deliver the Dispute Notice to Buyer within such thirty (30) calendar day time period, then the determination of the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount and the Final Seller Transaction Expenses set forth in the Buyer Closing Statement shall be deemed final and accepted by the Seller Representative.

  • Within thirty (30) calendar days after submission to the Independent Accountant for resolution, Buyer and Seller shall each indicate in writing their position on each disputed matter and each such Party’s determination of the amount of the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount, the Final Debt-Like Items Amount, the Final Seller Transaction Expenses Amount, and the Final Seller Closing Payment.

  • Sellers will also receive a credit towards the adjustment payment on a dollar-for-dollar basis by [a] the amount by which the Final Cash Amount is greater than the Estimated Cash Amount, [b] the amount by which the Final Indebtedness Amount is less than the Estimated Indebtedness Amount, and [c] the amount by which the Final Seller Transaction Expenses is less than the Estimated Seller Transaction Expenses.

  • If the Final Purchase Price is greater than the Estimated Purchase Price, the Buyer shall, within five (5) Business Days after the Final Working Capital, the Final Cash Amount, the Final Seller Transaction Expenses, the Final Advances and the Final Assumed Indebtedness have been determined, make payment by wire transfer of immediately available funds to the Seller in the amount of any such excess.

  • The Arbitrating Accountant shall promptly, and in any event within sixty (60) calendar days after the date of its appointment, render its decision on the question in writing and finalize the Net Cash Balance, Final Seller Transaction Expenses and Final Indebtedness.


More Definitions of Final Seller Transaction Expenses

Final Seller Transaction Expenses means the amount of Seller Transaction Expenses incurred on behalf of Seller as finally determined in accordance with Section 2.4 hereof. “FIRPTA Compliance Certificate” shall have the meaning ascribed thereto in Section 6.16 hereof.
Sample 1
Final Seller Transaction Expenses means Seller Transaction Expenses, “Final Cash Amount” means the Reference Date Cash Amount, “Final Assumed Indebtedness” means the Assumed
Sample 1
Final Seller Transaction Expenses means the Seller Transaction Expenses as agreed or finally determined in accordance with
Sample 1
Final Seller Transaction Expenses. “Final Closing Cash,” and “Final Bonus Pool Taxes Amount” respectively. During the thirty (30)-day period following the delivery of a Notice of Disagreement, Sellers’ Representative and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement.
Sample 1

Related to Final Seller Transaction Expenses

  • 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.

  • 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.

  • Company Transaction Expenses means, without duplication, all out-of-pocket fees and expenses paid or payable by (whether or not billed or accrued for) as a result of or in connection with the Company’s negotiation, documentation and consummation of this Agreement and the transactions contemplated hereby or investigating or pursuing a going-public transaction including: (i) fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (ii) change-in-control payments, stay, sale or transaction bonuses, retention payments, severance or similar compensatory payments payable to any current or former employee, consultant, independent contractor, officer, or director as a result of the transactions contemplated hereby, including the employer portion of payroll Taxes arising therefrom (including any employment Taxes deferred under any COVID-19 Response Law), (iii) 50% of the filing fees payable to the Antitrust Authorities and SEC in connection with the transactions contemplated hereby, (iv) 50% of the fees incurred in connection with the PIPE Investment (or any Alternative PIPE Investment), (v) amounts owing or that may become owed, payable or otherwise due (whether or not accrued), directly or indirectly, in connection with the consummation of the transactions contemplated hereby, including fees, costs and expenses related to obtaining any consents required to be obtained hereunder, (vi) the Cash Transaction Bonus Amount, and (vii) such expenses detailed in (i) through (vi) incurred by Affiliates of the Company in connection with the transactions contemplated herein. For the avoidance of doubt, Company Transaction Expenses shall exclude (i) Indebtedness and (ii) any payments that are payable pursuant to an agreement or other arrangement entered into by or at the direction of Acquiror or its Affiliates.

  • Election expenses means expenses incurred, whether before, during or after the election, on account of, or in respect of, the conduct or management of the election.

  • Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.