Transaction Expenses Amount definition

Transaction Expenses Amount means an amount equal to all Transaction Expenses that have not been paid prior to the Closing Date, whether or not the Company has been billed for such expenses.

Transaction Expenses Amount shall have the meaning given in Section 2.2(a)(i).

Transaction Expenses Amount means all expenses of the Company or Sellers in connection with this Agreement and the Closing of the transactions contemplated by this Agreement, in each case that remain unpaid as of the Closing Date.

Examples of Transaction Expenses Amount in a sentence

• The Representative has delivered to Buyer (a) a certificate signed by the Representative (the “Closing Statement”) setting forth the Representative’s best estimate of the Debt Amount and the Transaction Expenses Amount, in each case as of the Closing Date, and, based on such estimates, the Final Purchase Consideration and (b) all records and work papers necessary to compute and verify the information set forth in such certificate.

• Without duplication of any right to recovery herein, the Representative, on behalf of Sellers, will pay all Taxes due with respect to such Tax Returns, but only to the extent such Taxes are not reflected as a liability for purposes of calculating Working Capital on the final Closing Statement or as a Transaction Expenses Amount.

• Notwithstanding anything to the contrary in this Agreement, nothing shall prejudice or limit any claim (i) by Purchaser for fraud with respect to the representations and warranties contained in Article III, Article IV or the certificates delivered pursuant to Section 7.02(d) or (ii) by Purchaser or Seller for fraud with respect to the estimation or determination of the Cash Amount, the Indebtedness Amount, the Net Working Capital or the Transaction Expenses Amount pursuant to Sections 1.02 and 2.04.

• The final Closing Statement, however determined pursuant to this Section 1.4, will produce the Working Capital Surplus, if any, the Working Capital Deficit, if any, the Debt Amount, the Debt Surplus, if any, the Debt Deficit, if any, and the Transaction Expenses Amount to be used to determine the final Adjustment Amount (the “Final Adjustment Amount”).

• The Cash Amount, the Net Working Capital, the Indebtedness Amount and the Transaction Expenses Amount, each as shown on the Final Purchase Price Adjustment Statement, shall be referred to as the “Final Cash Amount,” the “Final Net Working Capital,” the “Final Indebtedness Amount,” and the “Final Transaction Expenses Amount,” respectively.

More Definitions of Transaction Expenses Amount

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Transaction Expenses Amount means all Transaction Expenses, to the extent not paid in full prior to the Calculation Time.

Transaction Expenses Amount means the aggregate amount of all outstanding Transaction Expenses reflected on the Closing Transaction Expenses Certificate.

Transaction Expenses Amount means, without duplication, Transaction Expenses that remain unpaid as of 11:59 pm on the day immediately preceding the Closing Date, subject to Section 1.02(c).

Transaction Expenses Amount has the meaning assigned to such term in Section 2.03(b)(i).

Transaction Expenses Amount means an amount equal to all Transaction Expenses that have not been paid prior to the Closing, whether or not an Acquired Company has been billed for such expenses.

Transaction Expenses Amount means an amount equal to all Transaction Expenses that have not been paid prior to the Effective Time, but after giving effect to any subsequent incurrence or accrual of such Transaction Expense whether or not the Companies have been billed for such expenses.