Unpaid Seller Expenses definition

Unpaid Seller Expenses means the aggregate amount of Seller Expenses incurred and unpaid as of immediately prior to the Closing.

Unpaid Seller Expenses means the amount of Seller Expenses incurred and unpaid as of immediately prior to the Closing.

Unpaid Seller Expenses means the aggregate amount of Seller Expenses incurred and unpaid, whether accrued for or not, as of immediately prior to the Closing (which will include, for the avoidance of doubt, any such amounts that become due and payable as a result of the occurrence of the Closing).

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 2.3(b)(i)(A) 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).

• No broker, finder, financial advisor or investment banker is entitled to any broker’s, finder’s, financial advisor’s, investment banker’s fee or commission or similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Group Companies, except for any fees, commissions or similar payments that have previously been satisfied or that will be included in Unpaid Seller Expenses and satisfied at Closing pursuant to Section 2.3(a)(ii) .

• 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 requirement could be fulfilled by the written consent delegating the responsibilities under paragraph (a)(2) of § 10.6. On Tribal lands of an NHO, DHHL is required to obtain written consent from the appropriate NHO prior to authorizing an excavation.

• 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.

More Definitions of Unpaid Seller Expenses

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.

Unpaid Seller Expenses means those Seller Expenses of the Company which have not been paid as of immediately prior to the Closing.

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.

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

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...

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).

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.