The determination of Closing CTI Borne Expenses shall be made by applying the principles, policies and practices used in connection with the preparation of the relevant portions of the Balance Sheet so long as they are in accordance with GAAP.
Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Cash Amount has the meaning set forth in Section 2.2.
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.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Transaction Expenses means any fees or expenses incurred or paid by the Investors, Holdings, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Company Expenses has the meaning provided in Section 8.3.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Seller Expenses has the meaning set forth in Section 11.1.
Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
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.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Company Reimbursable Costs means the actual costs and expenses incurred by Company and/or its Affiliates in connection with performance of the Company Work or otherwise incurred by Company and/or its Affiliates in connection with this Agreement, and including, without limitation, any such costs that may have been incurred by Company and/or its Affiliates in connection with the Company Work or this Agreement prior to the Effective Date. These Company Reimbursable Costs shall include, without limitation, the actual expenses for labor (including, without limitation, internal labor), services, materials, subcontracts, equipment or other expenses incurred in the execution of the Company Work, all applicable overhead, overtime costs, all federal, state and local taxes incurred (including, without limitation, all taxes arising from amounts paid to Company that are deemed to be contributions in aid of construction), all costs of outside experts, consultants, counsel and contractors, all other third-party fees and costs, and all costs of obtaining any required permits, rights, consents, releases, approvals, or authorizations acquired by or on behalf of Company, including, without limitation, the Required Approvals.