Final Transaction Expenses definition

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

Final Transaction Expenses means the Transaction Expenses, as finally agreed or determined in accordance with Section 2.8, Section 2.9 and Section 2.10.

Final Transaction Expenses is defined in Section 2.5.5.

Examples of Final Transaction Expenses in a sentence

• For purposes of this Agreement, “Final Closing Merger Consideration” means, without duplication, (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount, less (vii) the Indemnity Escrow Amount.

• The Adjustment Statement so revised shall be deemed to set forth the final, conclusive and binding Final Working Capital, Final Closing Indebtedness, Final Transaction Expenses and Final Closing Cash, in each case, for purposes of this Agreement (including the determination of the Downward Adjustment Amount or Upward Adjustment Amount, as applicable).

• For the avoidance of doubt, in no event shall any amount constituting Indebtedness Prepayment Expenses be taken into account in the calculation of Final Indebtedness or Final Transaction Expenses for purposes of calculating the Final Closing Consideration or any component thereof.

• Notwithstanding anything in this Agreement to the contrary, no item shall be counted more than once in the determination of the Estimated Working Capital Amount, Final Working Capital Amount, Estimated Cash on Hand Amount, Final Cash on Hand Amount, Estimated Closing Indebtedness Amount, Final Closing Indebtedness Amount, Estimated Transaction Expenses or Final Transaction Expenses.

• For purposes of determining income Taxes for which the Seller Parties shall be responsible in respect of any such short taxable year or deemed short taxable year, such amounts equal to any item of loss or deduction properly deductible for U.S. federal income tax purposes resulting from or attributable to the Final Transaction Expenses and Final Indebtedness shall be treated as deductible in a Pre-Closing Tax Period.

More Definitions of Final Transaction Expenses

Final Transaction Expenses means (a) if a notice of disagreement with respect thereto is not delivered pursuant to a Purchase Price Dispute Notice, the Transaction Expenses set forth in the Closing Statement or (b) if a notice of disagreement with respect thereto is delivered pursuant to a Purchase Price Dispute Notice, the Transaction Expenses, as agreed by Seller and Buyer pursuant to Section 1.2(c)(ii) or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 1.2(c)(iii).

Final Transaction Expenses means the Transaction Expenses, if any, as set forth in the Final Closing Statement as prepared and finalized in accordance with Sections 1.5 and 1.6.

Final Transaction Expenses means the Closing Transaction Expenses, (x) as shown in the Closing Statement if no Notice of Disagreement with respect thereto is duly and timely delivered pursuant to Section 1.3 or (y) if such a Notice of Disagreement is so delivered, as agreed by Seller and Buyer pursuant to Section 1.3 or (z) if such Notice of Disagreement is so delivered and in the absence of such agreement, as shown in the Arbiter’s calculation delivered pursuant to Section 1.3.

Final Transaction Expenses means the amount of the Target Company Transaction Expenses as set forth on the Final Closing Statement.

Final Transaction Expenses. Section 2.4(d)

Final Transaction Expenses means the Transaction Expenses, as finally determined pursuant to Section 2.3.

Final Transaction Expenses and “Final Working Capital” respectively, for all purposes herein.