Closing Seller Transaction Expenses definition

Closing Seller Transaction Expenses means the Seller Transaction Expenses as of the Closing.

Closing Seller Transaction Expenses means the Seller Transaction Expenses as of the Adjustment Time.

Closing Seller Transaction Expenses has the meaning set forth in Section 1.05(b).

Examples of Closing Seller Transaction Expenses in a sentence

• At the Closing, the Buyer shall (A) pay in cash the aggregate amount of the Purchase Price which is equal to (i) the Base Amount minus (ii) the Estimated Closing Seller Transaction Expenses, (B) cause the Company to pay the Estimated Closing Cash on Hand to Mark Gundersen (“Gundersen”) and (C) pay in cash the balance, if any, of the Gundersen Debt to Gundersen, to the extent the Estimated Closing Cash on Hand is less than the Gundersen Debt (collectively, the “Closing Payment”).

• Prior to Closing, Sellers delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth in reasonable detail estimates of (i) the Closing Cash on Hand (the “Estimated Closing Cash on Hand”), (ii) the Closing Seller Transaction Expenses (the “Estimated Closing Seller Transaction Expenses”), and (iii) the Closing Payment (defined below) (the “Estimated Closing Payment”).

• The Seller may, by notice given to the Buyer within thirty (30) days after delivery of the Closing Statement, dispute the Closing Net Working Capital, Closing Indebtedness and Closing Seller Transaction Expenses set forth on the Closing Statement (the “ Closing Statement Dispute Notice”).

• In making such calculation, the Accounting Referee shall consider only those items or amounts in the Final Closing Statement and the Purchaser’s calculation of the Closing Seller’s Group Payables Amount, the Closing Net Working Capital, the Closing Cash, the Closing Indebtedness or the Closing Seller Transaction Expenses and the Purchase Price as to which the Seller has disagreed.

• The amount of the Closing Cash Consideration is greater than the Closing Seller Repaid Indebtedness and the Closing Seller Transaction Expenses.

More Definitions of Closing Seller Transaction Expenses

Closing Seller Transaction Expenses means the unpaid Seller Transaction Expenses as of the as of the close of business on the day immediately preceding the Closing Date.

Closing Seller Transaction Expenses means all Seller Transaction Expenses payable at Closing to any Person. “Code” means the Internal Revenue Code of 1986, as amended. “Company Intellectual Property” means any and all Intellectual Property Rights owned or (for purposes of Article III only) purported to be owned (whether owned or (for purposes of Article III only) purported to be owned singularly or jointly with a third party or parties) by any Seller, excluding all Social Media Accounts. “Company Plan” means written or oral plan, program, policy, Contract or arrangement involving direct or indirect compensation or benefits, including employment or individual consulting agreements for Employees and Independent Contractors, insurance coverage, welfare benefits, severance or other termination pay, termination indemnity or benefits, change in control, retention, performance, holiday pay, vacation pay, jubilee, fringe benefits, disability benefits, pension, retirement plans, profit sharing, deferred compensation, bonuses, stock options, stock purchase, restricted stock or stock units, phantom stock, stock appreciation, compensatory equity or other forms of incentive compensation or post-retirement compensation, sponsored, maintained or contributed to by any Seller for the benefit of any current or former director, officer, employee or consultant of any Seller, or with respect to which any Seller has or may have any Liability regardless of whether it is mandated under local Law, voluntary, private, funded, unfunded, financed by the purchase of insurance, contributory or noncontributory; provided, that any governmental plan or program requiring the mandatory payment of social insurance Taxes or similar contributions to a governmental fund with respect to the wages of an employee, in each case, will not be considered a “Company Plan” for these purposes. “Company Products” means all products (including Software, applications, platforms and websites) and services (including Software as a service) developed (including products and services for which development is ongoing), including any components, plugins, libraries and APIs, manufactured, delivered, deployed, made publicly or commercially available, marketed, distributed, provided, serviced, hosted, supported, leased, sold, offered for lease or sale, imported or exported for resale or licensed out by or on behalf of any Seller (either solely or in collaboration with third parties). “Company Registered IP” means all Registered IP that is part of the ...

Closing Seller Transaction Expenses has the meaning set forth in the definition of “Post-Closing Statement.”

Closing Seller Transaction Expenses means the amount of Seller Transaction Expenses of the Sellers or the Company remaining unpaid as of the open of business on the Closing Date.

Closing Seller Transaction Expenses means the amount of the Seller Transaction Expenses for which any Acquired Company is, or may be, liable, if any.

Closing Seller Transaction Expenses means the Seller Transaction Expenses as of immediately prior to the Closing.

Closing Seller Transaction Expenses means the Seller Transaction Expenses as of the Closing. "Closing Statement" is defined in Section 2.6(a).