Post-Closing Transaction Expenses means any and all Transaction Expenses (as defined in the Purchase Agreement) not paid in cash prior to or at Closing; provided, however, that "Post Closing Transaction Expenses" shall not include Accrued Transaction Expenses, Scheduled Post-Closing Transaction Expenses and Transfer Taxes (as defined in the Purchase Agreement).
Examples of Post-Closing Transaction Expenses in a sentence
If the invoice relates to Post-Closing Transaction Expenses, the Receiving Party shall be entitled to pay the vendor in accordance with the terms of the invoice and receive reimbursement as described below unless the other party provides a written notice of objection, the amount disputed and the reasons therefor to 41 47 the Receiving Party within seven days after receipt of the copy thereof (or immediately upon receipt if the invoice is due upon receipt).
In calculating any items on the Post-Closing Statement (other than the Post-Closing Transaction Expenses), such calculations shall not take into account (x) transactions contemplated by this Agreement or the financing thereof or (y) any purchase price accounting or other similar adjustment resulting from the consummation of the transactions contemplated by this Agreement.
If the Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Working Capital, Post-Closing Cash, Post-Closing Indebtedness , the Post-Closing Transaction Expenses and the Post-Closing Adjustment, as the case may be, reflected in the Post-Closing Statement shall be deemed to have been accepted by the Stockholder Representative.