Post-Closing Transaction Expenses definition

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).
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Post-Closing Transaction Expenses means, without duplication, (i) to the extent not included as part of the Closing Date Transaction Expenses, all bonuses (including any Liabilities of the Company with respect to any retention or “stay” bonus), change of control, severance, or similar payment obligations that become due and payable by the Company contingent upon the consummation of the Merger (whether alone or in conjunction with any other event) or in connection with the payment of the positive Adjustment Amount, the CR Sanjiu Payments, Seller Note or any Contingent Payment, (ii) any Transaction Payroll Taxes, (iii) any payment due or payable in connection with any change in control of the Company, including as set forth in Schedule B, (iv) [***] and (v) the aggregate out-of pocket expenses, fees, costs and disbursements of the financial advisor disclosed in Part 2.25 of the Company Disclosure Schedule in connection with the payment of any positive Adjustment Amount, the CR Sanjiu Payments, the Seller Note or any Contingent Payment. ***Certain Confidential Information Omitted
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Post-Closing Transaction Expenses means those post-Closing transaction expenses set forth on Schedule 2 attached hereto, which Post-Closing Transaction Expenses shall be paid by the Company Equityholders as a deduction from any amounts otherwise due the Company Equityholders under Section 2.9, Section 8.5(c) or the Escrow Agreement.
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Examples of Post-Closing Transaction Expenses in a sentence

  • 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.

  • Notwithstanding anything to the contrary herein, Parent may, but is not obligated to, offset against any Future Payment Amount an amount equal to Post-Closing Transaction Expenses that become due and payable following the Effective Time, if any.

  • 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).

  • 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.

  • Subject to the foregoing, and other than as may be the case pursuant to Section 8.1(j) (Indemnification of Parent), the Parent shall have no recourse to the Participating Securityholders in connection with the payment of any Post-Closing Transaction Expenses.

  • Documentation, in form and substance reasonably satisfactory to Buyer, evidencing Closing Cash in an aggregate amount equal to the sum of (i) the Escrow Amount, to the extent such amount has not been delivered pursuant to Section 7.2(i), plus (ii) all Intercompany Arrangements, if any, plus (iii) all Indebtedness (other than Indebtedness under the First Lien Credit Agreement or the Second Lien Credit Agreement), if any, plus (iv) the aggregate amount of Scheduled Post-Closing Transaction Expenses.

  • Notwithstanding anything to the contrary herein, Parent may offset an amount equal to the Closing Date Transaction Expenses or Post-Closing Transaction Expenses that become due and payable following the Effective Time, if any, from Deferred Merger Consideration or any Milestone Payments or any other payments to be made to the Participating Securityholders (directly or indirectly through the Surviving Entity or the Payment Agent) following the Closing.


More Definitions of Post-Closing Transaction Expenses

Post-Closing Transaction Expenses means, without duplication, to the extent not included as part of the Closing Date Transaction Expenses: (i) all bonuses (including any liabilities of the Company with respect to any retention or “stay” bonus), severance, compensatory or similar payment obligations that become due and payable by Parent or the Company in connection with the payment of any Future Payment Amount; (ii) any payment due or payable in connection with any change of control of the Company that becomes due and payable by Parent or the Company in connection with the payment of any Future Payment Amount; and (iii) any employer portion of any payroll or employment Taxes incurred or accrued with respect to of the foregoing, in each case, pursuant to a Contract or arrangement adopted or entered into by the Company prior to the Closing.
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Post-Closing Transaction Expenses is defined in the Plan of Arrangement.
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Post-Closing Transaction Expenses means all fees and expenses, if any, incurred by and that may become payable to the Financial Advisor in respect of the payment of the Final Consideration.
Sample 1
Post-Closing Transaction Expenses means, without duplication, (i) the aggregate out-of-pocket expenses, fees, costs and disbursements of all attorneys, accountants, investment bankers and other advisers or service providers of the Company in connection with the payment of the Deferred Merger Consideration or any Milestone Payment; (ii) all bonuses (including any Liabilities of the Company with respect to any retention or “stay” bonus), change of control, severance, or similar payment obligations, in each case that were entered into prior to the date of this Agreement or in connection with the Closing and that become due and payable by the Company in connection with the payment of the Deferred Merger Consideration or any Milestone Payment, and (iii) any Transaction Payroll Taxes.
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Post-Closing Transaction Expenses has the meaning set forth in Section 2.18(b)(i).
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Related to Post-Closing Transaction Expenses

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

  • 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.

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

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

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

  • 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.

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

  • 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.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Excluded Expenses means any costs, fees or expenses of the Company or any Company Subsidiary arising out of or relating to any dispute with the Shareholder Representative or otherwise with respect to the terms of this Agreement other than the Shareholder Representative’s equal share of the fees and expenses of the Neutral Auditor and the investment bank pursuant to Section 2.4(d)(i) and except as otherwise set forth in Section 7.8.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Liquidation Expenses With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicers, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • 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.

  • Litigation Expenses means costs and expenses incurred in connection with commencing, prosecuting, and settling the Action (which may include the costs and expenses of Plaintiffs directly related to their representation of the Settlement Class), for which Lead Counsel intends to apply to the Court for reimbursement from the Settlement Fund.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Litigation Expense means any court filing fee, court cost, arbitration fee, and each other fee and cost of investigating or defending an indemnified claim or asserting any claim for indemnification or defense under this Agreement, including Attorney’s Fees, other professionals’ fees, and disbursements. “Attorney’s Fees” include a charge for the service of in-house counsel at the market rate for independent counsel of similar experience.

  • REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

  • 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.

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

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

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.