Closing Transaction Expenses definition

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

Closing Transaction Expenses means the aggregate amount of the Transaction Expenses that remain outstanding and unpaid as of immediately prior to the Closing.

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

Examples of Closing Transaction Expenses in a sentence

• The Draft Computation shall (i) be prepared in accordance with the definitions set forth in this Agreement and (ii) set forth Buyer’s good faith calculation of (A) Closing Cash and Cash Equivalents, (B) Closing Indebtedness, (C) Closing Transaction Expenses, (D) Closing Working Capital, (E) the Capital Expenditure Reimbursement Amount, and (F) the Final Purchase Price, calculated based on the foregoing amounts.

More Definitions of Closing Transaction Expenses

Closing Transaction Expenses means the Transaction Expenses that remain unpaid as of the close of business (5:00 p.m. Central Time) on the day immediately preceding the Closing Date.

Closing Transaction Expenses means the Transaction Expenses, determined in accordance with the Balance Sheet Rules, as of immediately prior to the Closing.

Closing Transaction Expenses means, to the extent not paid by Sellers, the Company or Subsidiary or otherwise prior to the Closing Date, the amount of Transaction Expenses accrued or outstanding as of immediately prior to the Closing (without giving effect to the transactions contemplated herein), as determined in accordance with GAAP.

Closing Transaction Expenses is defined in Section 2.6(a).

Closing Transaction Expenses means, except as otherwise incurred by the Seller Group or the Acquired Companies in compliance with Section 6.7, the aggregate amount of all out-of-pocket fees and expenses (whether or not yet invoiced), incurred by the Seller Group or the Acquired Companies, or otherwise on behalf of the Acquired Companies, and, in each case, to be paid by the Acquired Companies or that constitutes an Assumed Liability to be paid by Purchaser, in connection with the sale process for the Business (or any portion thereof), or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby, in each case, solely to the extent unpaid as of the Benchmark Time and incurred by the Seller Group or the Acquired Companies, or otherwise on behalf of the Acquired Companies, and, in each case, payable by an Acquired Company or that constitutes an Assumed Liability to be paid by Purchaser, including: (a) fees and expenses of counsel, advisors and consultants, accountants and auditors and experts engaged in connection with the transactions contemplated by this Agreement or the sale process for the Business, in each case, to be paid by the Acquired Companies or that constitutes an Assumed Liability to be paid by Purchaser and (b) all transaction-related bonuses, severance payments and other similar payments in connection with the consummation of the transactions contemplated hereby (and including, in each case, the employer portion of any corresponding unemployment, social security, and payroll Taxes incurred under applicable Legal Requirements) (excluding (i) any severance payments arising as a result of the occurrence of one or more additional post-Closing events under so-called “double-trigger” severance provisions contained in any Acquired Company Benefit Plan, (ii) any payments or benefits made or provided pursuant to an arrangement implemented by, or severance payments or similar benefits that are triggered as a result of post-Closing actions taken by, Purchaser or any of its Affiliates (including, post-Closing, the Acquired Companies), and (iii) any retention bonuses or similar compensation that are payable based on continued employment post-Closing that were disclosed in accordance with Section 4.13(a) of this Agreement to Purchaser prior to the date hereof), in each case, to be paid by the Acquired Companies or that constitute...

Closing Transaction Expenses has the meaning set forth in Section 1.15(b).

Closing Transaction Expenses means all legal, investment banking, accounting and other advisory or similar fees and expenses incurred by or on behalf of any of the Transferred Entities in connection with the transactions contemplated by this Agreement that have not been paid prior to the Closing.