Closing Date Transaction Costs definition

Closing Date Transaction Costs means the fees, costs and expenses paid or payable by Holdings, the Borrower or the Subsidiaries in connection with the Closing Date Transactions.
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Closing Date Transaction Costs has the meaning specified in Section 2.4(c).
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Closing Date Transaction Costs has the meaning set forth in the recitals hereto.
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Examples of Closing Date Transaction Costs in a sentence

  • The proceeds of the (a) Term Loans funded on the Closing Date and any Initial Revolving Borrowings shall be used on the Closing Date to (i) consummate the Acquisition and the other Closing Date Transactions, (ii) repay the Acquired Business Existing Debt and Indebtedness under the Existing Credit Agreement and (iii) pay the Closing Date Transaction Costs; and (b) Revolving Loans funded after the Closing Date shall be used for general corporate purposes and other purposes not prohibited hereunder.

  • Option Closing and Option Closing Date; Transaction Costs and Expenses.....6 10.

  • For purposes of determining the Estimated Aggregate Purchase Price before a final determination of the Aggregate Purchase Price, Closing Date Current Assets, Closing Date Liabilities, the Aggregate Transaction Bonus Amount and Closing Date Transaction Costs in accordance with Section 3.4(b), Aggregate Purchase Price shall be calculated and paid using the Estimated Current Assets, the Estimated Liabilities, and the Estimated Transaction Costs.

  • At the Effective Time, GDC shall also cause BIWA or, if the Stock Sale shall occur, the Company, to pay all Closing Date Transaction Costs.

  • The Company shall bear the cost of the D&O Tail Policy, and such costs, to the extent not paid prior to the Closing, shall be included in the determination of Closing Date Transaction Costs.

  • The Post-Closing Statement (including the Closing Date Working Capital, the Closing Date Indebtedness, the Closing Date Cash, and the Closing Date Transaction Costs) shall be prepared and calculated in accordance with GAAP.

  • No part of the development hereby approved shall be used or occupied until the means of vehicular access has been completed and made available for use.

  • On or prior to the Closing Date, Company shall have delivered to Administrative Agent (i) Company’s reasonable best estimate of the Closing Date Transaction Costs (other than fees payable to any Agent) and (ii) a funds flow memorandum with respect to the transactions contemplated hereby reasonably acceptable to Administrative Agent.

  • The pro forma balance sheet delivered pursuant to Section 3.1(i) shall demonstrate in form and substance reasonably satisfactory to Administrative Agent that on the Closing Date and immediately after giving effect to the Closing Date Term Loans, including the payment of all Closing Date Transaction Costs required to be paid in Cash, the Company shall have generated trailing twelve-month Consolidated Adjusted EBITDA for the period ended on May 31, 2014 of at least $12,200,000.

  • On the Initial Closing Date, there shall be no Revolving Loans outstanding under the New Credit Agreement other than to fund (x) the Initial Closing Date Transaction Costs (not to exceed $5,000,000) and (y) original issue discount and upfront fees required to be funded on the Initial Closing Date pursuant to the “Market Flex Provisions” in the Debt Fee Letter.


More Definitions of Closing Date Transaction Costs

Closing Date Transaction Costs has the meaning set forth in the definition of “Closing Date Transactions”.
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Closing Date Transaction Costs means the Transaction Costs calculated as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date. “Closing Exchange Agent” shall mean an institution which shall be selected by the Partnership, with the approval of the Parent, which is not to beunreasonably withheld, to perform those duties set forth in Article III hereof. “Code” shall mean the Internal Revenue Code of 1986, as amended.
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Closing Date Transaction Costs means the Transaction Costs calculated as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date.
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Closing Date Transaction Costs means any costs, payables, fees, disbursements and expenses incurred by the Company or the Sellers in connection with the negotiation, preparation or execution of the Transaction Documents and the consummation of the Transactions, including fees and expenses of the Company’s or any Seller’s financial advisors, legal counsel, investment bankers, accountants and auditors, whether accrued for or not, that are unpaid immediately prior to the Closing, and including, for clarity, bonuses, discretionary payments, severance payments, retention payments or change-in-control payments payable by the Company or any of its Affiliates to any employee arising in connection with or related to the Transactions, including the employer portion of any payroll, social security, unemployment or similar Taxes attributable to any compensatory payment made in connection therewith.
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Closing Date Transaction Costs means, without duplication with respect to any other provision of this Agreement, to the extent unpaid as of Closing and required to be paid by or on behalf of a Group Company, (a) any transaction, change of control, severance, or similar bonuses to employees, consultants or contractors of any Group Company, payable in connection with the consummation of the transactions contemplated hereby (b) third party fees, costs and expenses incurred or expected to be incurred by the Group Companies and not paid at Closing (or for which the Group Companies will be responsible) in connection with the preparation, negotiation, execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (including any commission, fees and expenses of investment bankers, accountants, brokers, legal counsel, financial advisors, consultants or other advisors), whether or not invoiced or billed prior to the Closing, and whether incurred on behalf of the Group Companies, and (c) costs and expenses incurred or expected to be incurred in connection with obtaining any third-party consents required for the Group Companies hereunder and (d) any Costs and expenses (including, without limitation, notarial fees and cost and Taxes) incurred or expected to be incurred and not paid at Closing in connection with (i) the repayment of the Banks Pool Loan, (ii) the obtaining of the cancellation of Banks Pool Pledges and Banks Pool Other Securities. The Parties agree that any Costs and expenses related to the Financing, are expressly excluded from this definition and shall not be deducted from the Purchase Price.
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Related to Closing Date Transaction Costs

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

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

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Company Transaction Costs means the transaction costs and expenses of the Acquired Companies relating to the Merger, including all legal and accounting fees, brokerage fees, commissions and finders’ fees payable to brokers or finders that were employed by any Acquired Company or any of its agents, officers, directors or employees or agents thereof.

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Transaction Costs means all fees, costs and expenses incurred or payable by Holdings, the Borrower or any other Subsidiary in connection with the Transactions.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

  • Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Closing Date Indebtedness means the aggregate amount of all Indebtedness of the Company Group as of the time of Closing (other than any Indebtedness included in Holder Expenses).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • 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.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

  • 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.

  • Company Transaction Expenses means all costs, fees and expenses payable by the Company or any of its Subsidiaries to any Person incurred by or on behalf of the Company, any of its Affiliates or any of the Sellers on or before the Closing in connection with the preparation, negotiation, execution and consummation of this Agreement and the transactions contemplated hereby to the extent, if any, unpaid as of immediately prior to Closing (but calculated assuming consummation of the transactions contemplated hereby such that all Company Transaction Expenses that become payable as a consequence of, or upon, the Closing are included), including: (a) any brokerage, finders’ or other advisory fees, costs, expenses, commissions or similar payments; (b) any fees, costs, disbursements or expenses of counsel, accountants or other advisors or service providers; (c) other than the aggregate Option Cancellation Payments, any fees, costs, expenses of, or payments to be made by, the Company or any of its Subsidiaries related to any transaction or retention bonus, incentive bonus, stay bonus, long-term incentive awards, termination or change-of-control payment, severance or other compensatory payments to be made to any current or former employee, director or other current or former individual service provider of the Company or any of its Subsidiaries, in whole or in part, as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby (but excluding, for the avoidance of doubt, any such arrangements that are implemented by Buyer), including Tax “gross up” payments payable with respect to any of the foregoing; (d) the required employer portion of payroll or similar Taxes payable in connection with the Option Cancellation Payments or any Company Transaction Expenses (or an item that would have been a Company Transaction Expense if it had not been paid prior to the Closing); (e) any termination, exit or similar fees and expenses payable to any Seller or any of their respective Affiliates as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby pursuant to any advisory, management or other similar Contract with the Company or any of its Subsidiaries; and (f) all other fees and expenses payable by the Company or any of its Subsidiaries in connection any transactions contemplated with other potential acquirors of (or investors in) the Company or any of its Subsidiaries (including in connection with any auction process) or other strategic alternatives pursued by the Company or any of its Subsidiaries (including any public or private offering of securities).

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).