Closing Expenses definition

Closing Expenses means all transaction costs or expenses incurred by the Company as of the Effective Time in connection with the Contemplated Transactions (including investment banking fees, legal fees and expenses, debt prepayment penalties and premiums and breakage fees) that are not reimbursed or paid directly by the Sellers.

Closing Expenses means the funds, if any, required to defray any closing adjustments payable by Vermont Yankee in accordance with the PSA.

Closing Expenses means the funds, if any, required to defray other closing adjustments under the PSA.

Examples of Closing Expenses in a sentence

• Prior to the Closing Date, Escrow Agent shall deliver to each of the Parties for its review and approval a preliminary closing statement (the “Preliminary Closing Statement”) setting forth: (a) the Real Property Taxes payable by LVSC pursuant to Section 4.1 hereof, and (b) the Closing Expenses payable by LVSC pursuant to Section 4.2 hereof.

• At Closing, Buyer shall pay or cause to be paid on behalf of the Sellers and the Acquired Companies all of the Sellers’ Closing Expenses set forth on Schedule 1.2 by wire transfer of immediately available funds to such account(s) designated in writing by the Sellers’ Representative.

• The parties hereto agree that, to the extent allowed by applicable Law, any deductions against Tax liability arising from Sellers’ Closing Expenses taken into account in the Cash Purchase Price, shall be allocated to and reported on Tax Returns for Pre-Closing Tax Periods, or for a Straddle Tax Period the portion of the taxable period that ends on the Closing Date.

• The Merger Consideration payable as of the Closing will be reduced by an amount equal to the Closing Expenses as set forth in the Estimated Closing Balance Sheet Certificate (the “Estimated Closing Expenses”) (and such amount of Estimated Closing Expenses will be diverted from the Merger Consideration to the payment at Closing of such Closing Expenses pursuant to Section 2.1(b)(v)).

• However, in the event that this transaction fails to close, as evidenced by the signing of final documents, funding of the QLICI, and the closing draw by the Termination Date, then the PNCNMIP Deposit shall be applied to PNCNMIP's Closing Expenses.

More Definitions of Closing Expenses

Closing Expenses has the meaning set forth in Section 4.2.

Closing Expenses means (a) all expenses of the Acquired Companies incurred or to be incurred in connection with the preparation, execution and consummation of this Agreement and the transactions contemplated hereby, including all fees and disbursements of legal advisors, investment bankers, accountants and other advisors and service providers, payable by any Acquired Company, (b) payments, bonuses or severance which become due or are otherwise required to be made as a result of or in connection with the Closing or as a result of any change of control or other similar provisions, and (c) the portion of any payroll, employment or other Taxes, if any, that is required to be paid by any Acquired Company with respect to the amounts payable pursuant to this Agreement or the amounts described in clause (a) and (b), and that, in each case, remain outstanding and are to be paid at the Closing.

Closing Expenses as defined in Section 11.6(a).

Closing Expenses means all Fees payable by the Borrower on the Closing Date pursuant to any Financing Document and all other costs and expenses payable by the Borrower or its Subsidiaries in connection with the acquisition of the Portfolio Assets which are included in detail in the Projections or are otherwise approved by the Borrower and the Lead Arrangers.

Closing Expenses has the meaning set forth in Section 4.2. “Closing Statement” has the meaning set forth in Section 4.3. “Declaration of Value” has the meaning set forth in Section 3.2. “Deed” has the meaning set forth in Section 2.1.

Closing Expenses means any costs and expenses incurred by Buyer in connection with the negotiation, execution, delivery and performance of this Agreement and other relevant documents and the transactions contemplated hereby and thereby, including but no limited to all reasonable legal fees and expenses of counsel to Buyer, all reasonable auditing fees of Buyer and all reasonable fees and expenses of financial advisors payable by Buyer.

Closing Expenses has the meaning set forth in Section 1.08(a)(iii).