Unpaid Seller Expenses definition

Unpaid Seller Expenses means the amount of Seller Expenses incurred and unpaid as of immediately prior to the Closing.
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Unpaid Seller Expenses means the aggregate amount of Seller Expenses incurred and unpaid as of immediately prior to the Closing.
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Unpaid Seller Expenses means liabilities of the Company or of the Company’s Subsidiaries for Seller Expenses to the extent not satisfied prior to the Closing Date.
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Examples of Unpaid Seller Expenses in a sentence

  • The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.4(b)(ii), and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment).

  • Payment of such Closing Date Indebtedness and Unpaid Seller Expenses by the Purchasers on behalf of the Sellers on the Closing Date is being made for convenience only.

  • Except for the fees and expenses of The Sage Group, LLC, which shall be Unpaid Seller Expenses at the Closing, there are and will be no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement to which any of the Sellers or the Company is a party or subject to.

  • On the Closing Date, Purchaser shall pay the Closing Date Indebtedness and the Unpaid Seller Expenses in the amounts and in accordance with the instructions provided in the Indebtedness and Expense Payment Instruction Letter.

  • Unless Seller delivers a Purchase Price Dispute Notice to Buyer on or before the last day of the Review Period, Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital (and the related Net Working Capital Adjustment, if any), Cash and Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses and the Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment).

  • Buyer has, and will have on the Closing Date and at the Closing, sufficient cash available to make the payments required under Section 2.4 (including to pay the Purchase Price, any Funded Indebtedness, the Unpaid Seller Expenses and the fees and expenses of Buyer related to the transactions contemplated hereby) and any other amounts incurred or otherwise payable by Buyer in connection with the transactions contemplated hereby, and there is no restriction on the use of such cash for such purposes.

  • The Parties acknowledge that the Closing Date Indebtedness and Unpaid Seller Expenses are obligations of the Sellers incurred on or before the Closing Date, and nothing in this Agreement shall be deemed to make them obligations of the Purchasers.

  • The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(b)(ii) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Unpaid Seller Expenses, and Transaction Consideration, in each case, for all purposes hereunder (including the determination of the Actual Adjustment).

  • This announcement came on the back of sweeping reforms planned for the health system.

  • Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement and the Ancillary Documents, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses; provided that in the event that the Closing is consummated, Buyer shall, or shall cause the Company to, pay all Unpaid Seller Expenses.


More Definitions of Unpaid Seller Expenses

Unpaid Seller Expenses means all out-of-pocket costs and expenses incurred by the Company or its Subsidiaries or on behalf of the Seller in connection with the consummation of the transactions contemplated hereby that have not been paid by the Company or its Subsidiaries immediately prior to the Closing; provided, that for purposes of clarity, any severance payable by the Company or any of its Subsidiaries on or after the Closing Date shall not be included in the calculation of Unpaid Seller Expenses.
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Unpaid Seller Expenses means those Seller Expenses which have not been paid as of the Adjustment Time.
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Unpaid Seller Expenses means the amount of Seller Expenses incurred and unpaid as of the Measuring Time, provided that for purposes of calculating the Closing Date Funded Indebtedness, any payments made pursuant to Section 2.3(a)(iii) shall be deemed to have occurred immediately after the Measuring Time.
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Unpaid Seller Expenses means the amount of Seller Expenses unpaid as of immediately prior to the Closing. The following terms are not defined above but are defined in the sections of this Agreement indicated below: Accounting Firm (ii) Agreement Preamble Alternative Financing Section 5.11(b) Alternative Transaction Section 5.23 Anti-Corruption Laws Section 3.25(a) Asset Allocation Methodology Section 2.10(b) Asset Allocation Schedule Section 2.10(b) Assumed Liabilities Section 2.3(c) Bankruptcy and Equity Exception Section 3.2 BRWS Preamble Business Proprietary Information Section 3.13(f) Buyer Indemnified Party Section 9.1 Buyer Parties Section 8.3(e) Buyer Termination Fee Section 8.3(a) Buyers Preamble Carlisle Preamble Carlisle Asia Pacific Preamble Carlisle Global Preamble Carlisle Industrial Preamble Carlisle Industrial Excluded Assets Section 2.3(b)(i) Carlisle Industrial Excluded Liabilities Section 2.3(d)(i) Carlisle Industrial Purchased Assets Section 2.3(a) Carlisle Intangible Preamble Carlisle Intangible Purchased Assets Section 2.3(a)(ii) Carlisle International Preamble Carlisle LLC Preamble Carlisle LLC Purchased Assets Section 2.3(a)(iii) CBF Recitals CBF Equity Recitals CBPH Recitals CBPH Equity Recitals CBPU Recitals CBPU Equity Recitals CH Recitals CH Equity Recitals Claim Notice Section 9.3(a) Closing Section 2.1 Closing Date Section 2.1 Closing Failure Notice Section 8.1(f) Closing Statement Section 2.8(b)(i) CMBF Preamble Copyrights Section 1.1 CTM Recitals CTM Equity Recitals Data Section 3.24 Earn-out Dispute Notice Section 2.9(b)(i) Earn-out Payment Section 2.9(a) Earn-out Payment Date Section 2.9(c) Earn-out Statement Section 2.9(b)(i) ECS Preamble ECS HK Preamble Employee IP Agreement Section 3.13(e) Equity Recitals Estimated Closing Statement Section 2.8(a) Estimated Purchase Price Section 2.8 Estimated Purchase Price Excess Section 2.6(a) Excluded Assets Section 2.3(b) Excluded Liabilities Section 2.3(d) Excluded Matter Section 9.3(b) Financial Statements Section 3.5(a) Financing Section 4.6(a) Financing Commitments Section 4.6(a) Foreign Employee Benefit Plan Section 3.11(g) Government Official Section 3.25(b) HM Held CTM Equity Recitals Identified Counsel Section 10.17 Improvements Section 3.4(d) Inactive Purchased Asset Business Employee Section 5.8(a) Indemnified Party Section 9.3(a) Indemnifying Party Section 9.3(a) India Valuation Report Section 2.10(c) Insurance Claims Section 5.13(a) IT Systems Section 3.13(i) JPB Recitals JPB Equity Recitals L...
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Unpaid Seller Expenses means the amount of Seller Expenses unpaid as of immediately prior to the Closing. The following terms are not defined above but are defined in the sections of this Agreement indicated below:Accounting Firm (ii)Agreement PreambleAlternative Financing Section 5.11(b)Alternative Transaction Section 5.23Anti-Corruption Laws Section 3.25(a)Asset Allocation Methodology Section 2.10(b)Asset Allocation Schedule Section 2.10(b) Assumed Liabilities Section 2.3(c)Bankruptcy and Equity Exception Section 3.2BRWS PreambleBusiness Proprietary Information Section 3.13(f) Buyer Indemnified Party Section 9.1Buyer Parties Section 8.3(e)Buyer Termination Fee Section 8.3(a)Buyers PreambleCarlisle PreambleCarlisle Asia Pacific PreambleCarlisle Global PreambleCarlisle Industrial PreambleCarlisle Industrial Excluded Assets Section 2.3(b)(i)Carlisle Industrial Excluded Liabilities Section 2.3(d)(i)Carlisle Industrial Purchased Assets Section 2.3(a) Carlisle Intangible PreambleCarlisle Intangible Purchased Assets Section 2.3(a)(ii) Carlisle International PreambleCarlisle LLC PreambleCarlisle LLC Purchased Assets Section 2.3(a)(iii) CBF RecitalsCBF Equity RecitalsCBPH RecitalsCBPH Equity RecitalsCBPU RecitalsCBPU Equity RecitalsCH RecitalsCH Equity RecitalsClaim Notice Section 9.3(a)Closing Section 2.1Closing Date Section 2.1Closing Failure Notice Section 8.1(f)Closing Statement Section 2.8(b)(i)CMBF PreambleCopyrights Section 1.1CTM RecitalsCTM Equity RecitalsData Section 3.24Earn-out Dispute Notice Section 2.9(b)(i)Earn-out Payment Section 2.9(a)Earn-out Payment Date Section 2.9(c)Earn-out Statement Section 2.9(b)(i)ECS Preamble
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Unpaid Seller Expenses means Seller Expenses that are not paid before the Closing or at the Closing in accordance with Section 1.2(c)(ii)(C).
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Related to Unpaid Seller Expenses

  • Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.

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

  • Transfer expenses means all expenses of a transfer that the transfer agreement requires the payee to pay or have deducted from the gross advance amount, including, but not limited to, court filing fees, attorney fees, escrow fees, lien recordation fees, judgment and lien search fees, finders' fees, commissions, and other payments to a broker or other intermediary. Transfer expenses do not include preexisting obligations of the payee that are payable for the payee's account from the proceeds of a transfer.

  • 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.

  • Servicer Expenses means any expenses incurred by the Backup Servicer, if it has become the successor Servicer in accordance with this Agreement (including any expenses incurred by the Backup Servicer in connection with the retitling or re-xxxxxxx of the Financed Vehicles), other than Repossession Expenses or Transition 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.

  • Lender Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower.

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

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • Company Expenses has the meaning set forth in Section 11.3(a)(v).

  • Prepaid Expenses has the meaning set forth in Section 1.2(f).

  • 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.

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

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

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Unpaid Charges means any charges billed to the Non-Paying Party that the Non-Paying Party did not render full payment to the Billing Party by the Bill Due Date, including where funds were not accessible.

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Liquidation Expenses With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicers, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

  • 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.

  • Reimbursable Costs means expenses incurred by the employee in the course of engaging in the planned learning activity and include registration, tuition and examination fees as well as textbooks/discs and applicable taxes. They may also include reasonable, incremental meal, accommodation and travel expenses.

  • Trade Payables means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

  • Cash Expenses means, for any period, the Operating Expenses for the operation of the Property as set forth in an Approved Annual Budget to the extent that such expenses are actually incurred by Borrower minus any payments into the Tax and Insurance Escrow Fund.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Parent Expenses means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including trademarks, service marks, trade names, trade dress, domain names, social media identifiers and accounts, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data, databases and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iii) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person, or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses of any Parent incurred in the ordinary course of business, and (v) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

  • 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.