Estimated Closing Date Transaction Expenses definition

Estimated Closing Date Transaction Expenses has the meaning specified in Section 2.2(b).
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Estimated Closing Date Transaction Expenses shall have the meaning set forth in the definition of “Estimated Closing Statement” in this Exhibit A.
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Estimated Closing Date Transaction Expenses shall have the meaning set forth in Section 1.10(a) of this Agreement.
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Examples of Estimated Closing Date Transaction Expenses in a sentence

  • Buyer shall (on behalf of, and as a loan to, the Company) pay by wire transfer of immediately available funds to the bank account or accounts which are specified by the Seller in writing at least two (2) Business Days prior to the Closing Date (with payment to be made on the Closing Date), an amount sufficient to pay in full the Estimated Closing Date Transaction Expenses to each Person who is owed a portion thereof.

  • If the Final Closing Date Transaction Expenses are less than the Estimated Closing Date Transaction Expenses, the Purchase Price shall be increased by an amount equal to the difference.

  • Board MeetingsPursuant to section 96 of the Local Government (Auckland Council) Act 2009, the Board will ensure that the following two specific meetings during each financial year are open to members of the public:• A meeting to consider AT’s performance under its SOI in the previous financial year; and• A meeting to consider the Council’s shareholder comments on the draft SOI for the following financial year.There are typically eight board meetings per year.

  • Pursuant to Section 1.11 (Closing Payment), Parent shall cause the payment of: (i) the Estimated Closing Date Transaction Expenses, if any, to the Persons identified on the Estimated Closing Statement and for which it has received applicable wire instructions and (ii) the Terminated Indebtedness.

  • For an analysis on gentrification in these neighborhoods, see TOM ANGOTTI & SYLVIA MORSE, ZONED OUT! RACE, DISPLACEMENT, AND CITY PLANNING IN NEW YORK CITY (2016).

  • The Company shall deliver all applicable wire instructions for the payment of any Estimated Closing Date Transaction Expenses and Estimated Closing Date Indebtedness to Parent at least five Business Days prior to the Closing.

  • The college has a dedicated staff to maintain and support the uninterrupted functioning of the ICT system.

  • The Estimated Closing Date Transaction Expenses, by wire transfer of immediately available funds to the applicable third party in accordance with the Estimated Closing Statement and in accordance with wire instructions and invoices or payoff letters in form and substance reasonably satisfactory to Parent provided by each such Person.

  • Moreover, a construction loan can involve additional risks because of the inherent difficulty in estimating both a property’s value at completion of the project and the estimated cost, including interest, of the project.

  • Subject to the adjustments set forth in Section 2.4, the “Purchase Price” shall consist of $87,300,000 in cash (the “Base Purchase Price”), plus (i) the Estimated Net Working Capital Adjustment Amount, less (ii) Estimated Closing Date Funded Debt, plus (iii) Estimated Closing Date Cash, less (iv) Estimated Closing Date Transaction Expenses, less (v) the Escrow Amount.


More Definitions of Estimated Closing Date Transaction Expenses

Estimated Closing Date Transaction Expenses has the meaning specified in Section 3.3.
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Estimated Closing Date Transaction Expenses means the Sellers’ reasonable, good faith estimate of Closing Date Transaction Expenses as of the close of business on the Closing Date.
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Estimated Closing Date Transaction Expenses means a good faith estimate of the Closing Date Transaction Expenses (to the extent not being paid off at the Closing).
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Estimated Closing Date Transaction Expenses shall have the meaning set forth in Section 2.1(b). “Estimated Closing Date Working Capital” shall have the meaning set forth in Section 2.1(b). “Excluded Assets” shall mean the following assets, rights and properties of the Asset Sellers, which, for the avoidance of doubt, shall not be Acquired Assets: (i) any rights in or to any Asset Seller’s franchise to be a corporation and its charter, corporate seal, minute books, stock books and other corporate records relating to its corporate existence and capitalization;
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Estimated Closing Date Transaction Expenses means Seller’s good faith estimate (as of the Closing) of the Closing Date Transaction Expenses.
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Related to Estimated Closing Date Transaction Expenses

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

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

  • 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.

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

  • 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.

  • 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.

  • Final Transaction Expenses has the meaning set forth in Section 3.2(b).

  • 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).

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

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

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

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

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

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

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

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

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

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

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

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

  • 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.

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

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Acquisition Expenses means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.

  • Disposition Expenses means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.