Closing Expense Amount definition

Closing Expense Amount means any and all fees, costs, expenses, Taxes, payments, expenditures or other liabilities, whether incurred prior to, on or after the date of this Agreement, by or on behalf of any Company Entity, or to or for which any Company Entity is or becomes subject or liable, in connection with any of the transactions contemplated by this Agreement or any agreement referred to herein or entered into in connection herewith, including (a) any Expenses of any Company Entity, (b) any amounts that arise or are expected to arise as a result of the consummation (whether alone or in combination with any other event or circumstance) of any of the transactions contemplated by this Agreement or any such other agreement, including in respect of any bonus, severance or change of control payment or benefit (or similar payment obligation) made or provided, or required to be made or provided, by any Company Entity, or any exercise (including any cashless exercise) of Company Options or Company Warrants, or delivery of shares of Company Common Stock to holders of Company Deferred Stock, (c) any social security, Medicare, unemployment or other employment, withholding or payroll Tax or similar amount owed by any Company Entity with respect to any of the transactions contemplated by the Agreement or any such other agreement, including pursuant to the provisions of Section 3.9, (d) any amounts paid to redeem any Company Preferred Stock, (e) the cost of the D&O Insurance, and (f(f) any amounts outstanding as of the Closing under the subordinated loan that may be made by Parent pursuant to Section 6.17, and (g) any other amounts payable (including in respect of Taxes or to a Governmental Authority or otherwise) in connection with any employment agreements to which any Company Entity is a party. The Company’s good faith estimate, as of the date hereof, of the Closing Expense Amount is set forth in Section 4.8 of the Company Disclosure Letter.
Sample 1

Examples of Closing Expense Amount in a sentence

  • Prior to or at the Closing, the Company shall use up to the full amount of the Excess Cash Amount and any portion of the Exercise Price Amount that has not been deposited by the Company with the Exchange Agent pursuant to Section 3.3(b) to pay the Closing Expense Amount.

  • Prior to or at the Closing, the Company shall use the full amount of the Excess Cash Amount and any portion of the Exercise Price Amount that has not been deposited by the Company with the Exchange Agent pursuant to Section 3.3(b) to pay the Closing Expense Amount.

Related to Closing Expense Amount

  • Expense Amount As defined in Section 11.01(b) hereof.

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

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

  • 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.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Closing Amount has the meaning set forth in Section 2.2(a).

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Closing Fee has the meaning set forth in Section 2.09(c).

  • Company Expenses has the meaning provided in Section 8.3.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

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

  • REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Closing Payment has the meaning set forth in Section 2.2(a).