Preliminary Transaction Expenses Determination definition

Preliminary Transaction Expenses Determination has the meaning specified in Section 2.3(a)(ii).
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Preliminary Transaction Expenses Determination shall have the meaning set forth in Section 2.3(a). “Preliminary Working Capital Determination” shall have the meaning set forth in Section 2.3(a). “Pre-Closing Engagements” shall have the meaning set forth in Section 11.17(a). “Proceeding” shall mean any claim, demand, charge, complaint, action, litigation, arbitration, mediation, alternative dispute resolution procedure, suit, proceeding, hearing, audit or investigation of any nature of any Person or Governmental Entity or any inquiry or examination of any nature of a Governmental Entity. “Purchase Price” shall have the meaning set forth in Section 2.1(a). “Real Property Agreements” means all reciprocal easement and operating agreements, agreements supplemental thereto, the Acquired Company’s or Asset Seller’s interests as landlord under any leases or subleases, rights of first refusal or first offer, subordination, non-disturbance and attornment agreements, and other agreements that run with the land and in each case are appurtenant to the Acquired Real Property and other documents, instruments or agreements that relate to the occupancy or operation of the Acquired Real Property. “Recovery Costs” shall have the meaning set forth in Section 5.5. “Reference Date” shall have the meaning set forth in Section 3.1(f). “Registered IP” means all Intellectual Property that is registered, filed or issued under the authority of, with or by any Governmental Entity, including all registered Patents, registered Copyrights, registered Trademarks, domain names, and all filed applications for any of the foregoing. “Release” means any spill, emission, discharge, leaking, pumping, injection, dumping, disposal, discharge, or leaching into the environment. “Retained Benefit Plan” means each Benefit Plan that is not an Assumed Benefit Plan. “Retained Policies” shall have the meaning set forth in Section 5.5. “Retained Policy Claims” shall have the meaning set forth in Section 5.5. “Schedules” shall mean the disclosure schedules delivered by Vectron to Buyer immediately prior to the execution and delivery of this Agreement and which form a part of this Agreement. “Seller Fundamental Matters” shall have the meaning set forth in Section 9.1(b).
Sample 1
Preliminary Transaction Expenses Determination shall have the meaning set forth in Section 2.3(a). “Preliminary Working Capital Determination” shall have the meaning set forth in Section 2.3(a). “Previous Benefit Plans” shall have the meaning set for in Section 6.2(d). “Privileged Deal Communications” shall have the meaning set forth in Section 11.17(b). “Proceeding” shall mean any claim, demand, charge, complaint, action, suit, proceeding, hearing, audit or investigation, whether judicial or administrative, of any Person or Governmental Entity. “Products” means (a) the products and services set forth on Schedule 11.19(f) and (b) all other products and services designed, developed, manufactured, marketed, imported, exported, supported, maintained, sold, distributed or otherwise disposed of by the Company and its Affiliates exclusively in the operation of the Acquired Business, and all products and service offerings in development by the Company and its Affiliates exclusively in connection with the Acquired Business. “Prohibited Debt Financing Modifications” shall have the meaning set forth in Section 5.7(a). “Purchase Price” shall have the meaning set forth in Section 2.1(a). “Qualifying Offer” shall have the meaning set forth in Section 1.2(b)(i)(D). “Real Property” shall have the meaning set forth in Section 3.14(a).
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Examples of Preliminary Transaction Expenses Determination in a sentence

  • The Preliminary Working Capital Determination, Preliminary Cash Determination, Preliminary Debt Determination, Preliminary Transaction Expenses Determination and Preliminary Purchase Price Determination as agreed by Buyer and Parent or as determined by the Auditors, as the case may be, shall be final and binding as the “Closing Date Working Capital,” “Closing Date Cash,” “Closing Date Debt,” “Closing Date Transaction Expenses,” and “Purchase Price,” respectively, for purposes of this Agreement.

  • In the event that the Seller does not deliver a Dispute Notice within such 45-day period, the Preliminary Working Capital Determination, Preliminary Cash Determination, Preliminary Transaction Expenses Determination and Preliminary Debt Determination set forth therein shall be final and binding as the “Closing Date Working Capital,” “Closing Date Cash,” “Closing Date Transaction Expenses,” and “Closing Date Debt,” respectively, for purposes of this Agreement.

Related to Preliminary Transaction Expenses Determination

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

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

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

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

  • 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.

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

  • Acquisition Expenses means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.

  • Disposition Expenses means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

  • Self-Determination means a philosophy and process by which individuals with developmental disabilities are empowered to gain control over the selection of support services that meet their needs. The basic principles of self-determination are:

  • 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.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • 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.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Event Determination Date means either:

  • 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.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Litigation Expenses means costs and expenses incurred in connection with commencing, prosecuting, and settling the Action (which may include the costs and expenses of Plaintiffs directly related to their representation of the Settlement Class), for which Lead Counsel intends to apply to the Court for reimbursement from the Settlement Fund.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Determination Notice is defined in Section 6.1(b)(i) of the Agreement.

  • Litigation Expense means any court filing fee, court cost, arbitration fee, and each other fee and cost of investigating or defending an indemnified claim or asserting any claim for indemnification or defense under this Agreement, including Attorney’s Fees, other professionals’ fees, and disbursements. “Attorney’s Fees” include a charge for the service of in-house counsel at the market rate for independent counsel of similar experience.

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Final Recovery Determination With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Responsible Party as contemplated by this Agreement), a determination made by the Servicer that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.

  • Independent Amount means zero with respect to Party A and Party B.

  • Class Counsel Litigation Expenses Payment mean the amounts allocated to Class Counsel for reimbursement of reasonable attorneys’ fees and expenses, respectively, incurred to prosecute the Action.