Final Transaction Costs definition

Final Transaction Costs means all Transaction Costs (as defined below), whether paid prior to the Effective Time or accrued, all of which shall be set forth in the Final Closing Statement (as defined in Section 6.16)) delivered pursuant to Section 6.16 of this Agreement. To the extent any Transaction Costs are unknown or cannot be calculated prior to the delivery of the Final Closing Statement, the Parties shall confer in good faith and agree upon reasonable estimates thereof for purposes of determining the Final Transaction Costs.
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Final Transaction Costs means all Transaction Costs (as defined below), all of which shall be set forth in the Final Closing Statement (as defined herein) delivered pursuant to Section 7.6 of this Agreement; provided, that the deduction from Aggregate Cash Consideration for Final Transaction Costs shall not exceed $2,755,000, in the aggregate, except that the amount of any costs expected to be incurred by the Continuing Corporation on or after the Closing Date to fully complete all Unresolved Response Actions (as defined herein) pursuant to Section 5.11(c) shall not be included in the calculation of the Final Transaction Costs and the full amount of any such costs shall be deducted in full from the Aggregate Cash Consideration. To the extent any Transaction Costs are unknown or cannot be calculated prior to the delivery of the Final Closing Statement, the parties shall confer in good faith and agree upon reasonable estimates thereof for purposes of determining the Final Transaction Costs.
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Final Transaction Costs has the meaning set forth in Section 2.3(a).
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Examples of Final Transaction Costs in a sentence

  • At least ten (10) business days prior to the Closing Date, Home shall deliver to Cascade a statement (the “Initial Closing Statement”) setting forth (i) the Home Closing Tangible Net Worth in balance sheet format, (ii) the Final Transaction Costs and (iii) updated 280G calculations with respect to each disqualified individual, in each case with all necessary and appropriate supporting information and documentation that is satisfactory to Cascade.

  • The following literature review and study itself will entail notations that have to deal with short and long-term returns.

  • At least ten (10) Business Days prior to the Closing Date, Comanche shall deliver to Spirit a statement (the “Initial Closing Statement”) setting forth the Final Transaction Costs, with all necessary and appropriate supporting information and documentation that is reasonably satisfactory to Spirit.

  • At least ten (10) Business Days prior to the Closing Date, Beeville shall deliver to Spirit a statement (the “Initial Closing Statement”) setting forth the Final Transaction Costs, with all necessary and appropriate supporting information and documentation that is reasonably satisfactory to Spirit.

  • Within five Business Days of the determination of the Final Total Assets, Final Balance Sheet Liabilities, Final Swept Cash and Final Transaction Costs as set forth in Section 2.5(e), Purchaser shall pay such shortfall amount to Seller by wire transfer of immediately available funds to an account designated in writing by Seller pursuant to this Section 2.5(f).

  • In consideration of the Company’s allotment of CDH Subscription Stocks to CDH, CDH shall upon completion of the Subscription pay the sum of US$18,633,540.37 to the Company in clear fund after deducting the Final Transaction Costs or the Estimated Transaction Costs (as the case may be) in accordance with the provisions set out in Section 4.3 hereof.

  • If the Final Transactions Costs shall exceed the Estimated Transaction Costs, the Subscriber shall only be obliged to settle such portion of Final Transaction Costs of up to an amount equivalent to the Estimated Transaction Costs.

  • The Final Transaction Costs Schedule shall be prepared and delivered by Parent within (10) days after the date on which Parent or the Surviving Corporation has received final invoices, marked as such, or a written statement that payment in full with respect to Company Transaction Costs has been received from UBS; Wilson, Sonsini, Goodxxxx & Xosaxx; Xxnsx & Xounx XXX and any other party identified in the Preliminary Transaction Costs Schedule.

  • The pharmacy department operates a JAC Pharmacy computer system, which manages procurement, supply, dispensing and reporting on medicines usage.

  • Within five Business Days of the determination of the Final Total Assets, Final Balance Sheet Liabilities, Final Swept Cash and Final Transaction Costs as set forth in Section 2.5(e), Seller shall pay such shortfall amount to Purchaser by wire transfer of immediately available funds to an account designated in writing by Purchaser pursuant to this Section 2.5(f).


More Definitions of Final Transaction Costs

Final Transaction Costs means the Transaction Costs as shown on the Final Working Capital Statement.
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Final Transaction Costs shall have the meaning set forth in Section 5.6(g).
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Final Transaction Costs means the aggregate amount of any and all fees and expenses paid, payable, incurred, or for which services have either been rendered to or ordered by the Corporation or the Opta Minerals Subsidiaries up until and including the Effective Date in connection with the negotiation, preparation and execution of the Acquisition Agreement, the Amalgamation Agreement, the Meeting or the Circular and the other transactions contemplated thereunder, including, but not limited to, legal fees and expenses, investment banking fees, financial advisory fees and expenses (including any success fees that may be payable), fees paid to the Fiscal Advisor in connection with the preparation and delivery of the Fairness Opinion, change of control and retention payments to management and employees, costs of Opta Mineral’s D&O liability run-off insurance valid for six (6) years following the Effective Date, fees payable to directors, printing and mailing costs of the Circular, transfer agent fees, and any other out-of-pocket costs and expenses incurred in connection with the Acquisition Agreement, the Amalgamation Agreement and other transactions contemplated thereunder, including all fees and expenses which were deducted from the Share Consideration in accordance with the Acquisition Agreement, provided, however, that the payments referred to in Section 1.1 of the Disclosure Letter are each to be excluded from the Final Transaction Costs and shall therefore not be deducted from the Share Consideration.
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Related to Final Transaction Costs

  • Final Transaction Expenses has the meaning set forth in Section 3.2(b).

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

  • Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • Annual Transmission Costs means the total annual cost of the Transmission System for purposes of Network Integration Transmission Service shall be the amount specified in Attachment H for each Zone until amended by the applicable Transmission Owner or modified by the Commission.

  • Termination Costs means all documented Direct Costs and Indirect Costs incurred by Transmission Owner in connection with the performance of the Services (i) prior to the effective date of termination, including such costs incurred for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services that cannot reasonably be avoided, mitigated or cancelled, (ii) to unwind any work undertaken prior to or after the effective date of termination to the extent reasonably necessary to return the Projects to a configuration or condition in compliance with Good Utility Practice and applicable Law, and (iii) arising from cancellation costs relating to orders or contracts entered into in connection with the performance of Services by Transmission Owner prior to the effective date of the termination.

  • Acquisition Cost means the cost to acquire a tangible capital asset including the purchase price of the asset and costs necessary to prepare the asset for use. Costs necessary to prepare the asset for use include the cost of placing the asset in location and bringing the asset to a condition necessary for normal or expected use.

  • Collection Costs means an amount that the Municipality can charge with regard to the enforcement of a consumer’s monetary obligations;

  • Financing Costs Adjustment Date means each of the following days:

  • Additional Transportation Cost means the actual cost incurred for one-way Economy Transportation by Common Carrier reduced by the value of an unused travel ticket.

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

  • Distribution Costs means all costs of: (i) transporting ore or concentrates from a Mine or a concentrating plant to a smelter, refinery or other place of delivery designated by the purchaser and, in the case of concentrates tolled, of transporting the concentrate or metal from a smelter or refinery to the place of delivery designated by the purchaser; (ii) handling, warehousing and insuring the concentrates and metal; and (iii) in the case of concentrates tolled, of smelting and refining, including any penalties thereon or in connection therewith.

  • Restructuring Costs means the costs, including both direct and indirect, of restructuring activities. Restructuring costs that may be allowed include, but are not limited to, severance pay for employees, early retirement incentive payments for employees, employee retraining costs, relocation expense for retained employees, and relocation and rearrangement of plant and equipment. For purposes of this definition, if restructuring costs associated with external restructuring activities allocated to DoD contracts are less than $2.5 million, the costs shall not be subject to the audit, review, and determination requirements of paragraph (c)(4) of this subsection; instead, the normal rules for determining cost allowability in accordance with FAR Part 31 shall apply.

  • 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.

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

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Net Interest Shortfall With respect to any Distribution Date, the Interest Shortfall, if any, for such Distribution Date net of Compensating Interest Payments made with respect to such Distribution Date.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

  • Wholesale acquisition cost means the same as that term is defined in 42 U.S.C. Sec. 1395w-3a.

  • Net Interest Shortfalls means Interest Shortfalls net of payments by the Company, the Servicer or the Master Servicer in respect of Compensating Interest.

  • Construction Costs means land costs, all costs paid to construct and complete the Improvements, as specified on Exhibit "B" attached hereto and made a part hereof.

  • 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.

  • Transition Costs means the reasonable costs and expenses (including reasonable attorneys’ fees but excluding overhead) incurred or payable by the Successor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to the Sale and Servicing Agreement required in connection with the transfer of servicing.

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • Production Costs means those costs and expenditures incurred in carrying out Production Operations as classified and defined in Section 2 of the Accounting Procedure and allowed to be recovered in terms of Section 3 thereof.