Closing Transaction Expenses definition
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Closing Transaction Expenses means, as of immediately before the effective time of the Closing (as set forth in Section 2.05(a)), the aggregate amount, without double counting, of all Transaction Expenses of the Transferred Entities and Transaction Expenses of the Business to the extent (if any) included in the Assumed Liabilities.
Closing Transaction Expenses has the meaning set forth in Section 2.3(a).
Examples of Closing Transaction Expenses in a sentence
The Estimated Working Capital, the Estimated Closing Cash Amounts, the Estimated Closing Indebtedness and the Estimated Closing Transaction Expenses shall be used to calculate the Estimated Cash Consideration to be paid by Purchaser to Sellers at the Closing.
More Definitions of Closing Transaction Expenses
Closing Transaction Expenses means Company Transaction Expenses that are unpaid as of the Measurement Time.
Closing Transaction Expenses means Transaction Expenses unpaid as of, or otherwise payable by the Company, the Surviving Corporation or any of their respective Subsidiaries after, the close of business on the day immediately preceding the Closing Date.
Closing Transaction Expenses means Transaction Expenses that remain unpaid as of immediately prior to the Effective Time.
Closing Transaction Expenses means, without duplication and in each case, to the extent that they arise out of engagements or commitments or Contracts entered into prior to Closing or services provided prior to Closing and not paid prior to the Closing, fees and expenses incurred by Seller or any of its Subsidiaries (including an Acquired Company) that are or become obligations of the Acquired Companies or the Business at or after the Closing and arise in connection with the preparation, execution and negotiation of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby (including the Reorganization), including (a) amounts payable to current or former employees, officers, directors, or independent contractors of the Acquired Companies pursuant to any special bonuses, transaction-related bonuses, phantom equity plans, retention plans, accelerated compensation or benefits or severance or other similar arrangements that were incurred pursuant to Contracts between Seller and one of its Subsidiaries and any such Persons and were entered into prior to or at the Closing and are payable to any Person upon, or in connection with, the execution of this Agreement or the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, including the Reorganization (including the employer’s share of any payroll and employment Taxes payable in connection with any such compensation and any amounts payable to gross-up or make whole any Person for income or excise Taxes imposed with respect to such compensation), but excluding any amounts owed pursuant to any Contracts entered into after the date hereof with, or at the written direction of, Buyer or are solely between Buyer or any of its Affiliates and such Person and (b) all fees and disbursements of attorneys, accountants, and other advisors and service providers (including all brokerage commissions, fees, expenses or disbursements) (provided that with respect to any such Person engaged by the Acquired Companies prior to the Closing, Closing Transaction Expenses shall include only fees and expenses with respect to services rendered prior to or at the Closing). For the avoidance of doubt (solely so as to avoid double counting), and notwithstanding anything to the contrary contained herein, the term “Closing Transaction Expenses” shall not include (i) amounts to the extent included in the Final Closing Net Working Capital, (ii) amounts to the exte...
Closing Transaction Expenses is defined in Section 2.6(a).
Closing Transaction Expenses has the meaning set forth in Section 1.15(b).
Closing Transaction Expenses means, to the extent not paid by the Seller or otherwise paid prior to the Closing, the amount of Transaction Expenses incurred by the Company and its Subsidiary as of the Closing, including as a result of the Closing, regardless of when payable.