Transaction Expenses Payoff Instructions is defined in Section 6.16.
Transaction Expenses Payoff Instructions has the meaning set forth in Section 3.2(a)(ii).
Transaction Expenses Payoff Instructions means reasonably satisfactory documentation setting forth an itemized list of all, and amounts of all, Transaction Expenses, including the identity of each payee, dollar amounts owed, wire transfer instructions and any other information necessary to effect the final payment in full thereof, and copies of final invoices executed by each such payee acknowledging the invoiced amounts as full and final payment for all services rendered to the Company and acknowledging that each such payee will not, at any time, raise any claims against, or attempt to collect payment from, the Company or Buyer and its Affiliates with respect to the payment of any Transaction Expenses.
Examples of Transaction Expenses Payoff Instructions in a sentence
The Transaction Expenses Payoff Instructions shall have been delivered to the Buyer pursuant to Section 5.16(b).
At least two (2) Business Days prior to the Closing, the Sellers shall deliver the Transaction Expenses Payoff Instructions to Buyer.
More Definitions of Transaction Expenses Payoff Instructions
Transaction Expenses Payoff Instructions means reasonably satisfactory documentation setting forth an itemized list of all, and amounts of all, Transaction Expenses, including the identity of each payee, dollar amounts owed, wire transfer instructions and any other information necessary to effect the final payment in full thereof.
Transaction Expenses Payoff Instructions means reasonably satisfactory documentation setting forth an itemized list of all, and amounts of all, Transaction Expenses, including the identity of each payee, dollar amounts owed, wire transfer instructions and any other information necessary to effect the final payment in full thereof, and copies of final invoices executed by each such payee acknowledging the invoiced amounts as full and final payment for all services rendered to the Acquired Companies. [***].
Transaction Expenses Payoff Instructions means reasonably satisfactory documentation setting forth an itemized list of all, and amounts of all, Conveyed Entity Transaction Expenses, including the identity of each payee, dollar amounts owed, wire instructions and any other information necessary to effect the final payment in full thereof, and copies of final invoices from each such payee acknowledging the invoiced amounts as full and final payment for all services rendered to the Conveyed Entities. “Transferred Intellectual Property” means all Intellectual Property (other than Trademark rights in “Aeroflex” or “Cobham”) owned by the Sellers or any of their Affiliates (other than any Conveyed Entity) that is primarily used or held for use by or in the business of any of the Conveyed Entities, together with the right to xxx and obtain damages and equitable relief for past, present and future infringement, misappropriation, dilution or violation thereof or unfair competition therewith, and all goodwill associated therewith and symbolized thereby, and excluding, in each case, any liabilities related thereto. “Transferred Plan” means each Employee Plan that is sponsored by a Conveyed Entity and noted on Section 3.17(a) of the Seller Disclosure Schedule as such. “Transfer Taxes” means any sales, use, stock transfer, real property transfer, transfer, stamp, ad valorem, registration, documentary, recording or similar duties or taxes together with any interest thereon, penalties and additions to tax incurred in connection with the Transactions. “Transition Services Agreement” means the Transition Services Agreement by and among the Sellers, Buyer, and the Conveyed Entities, the form of which is attached as Annex D. “Treasury Regulations” means the Treasury Regulations promulgated under the Code. “UK Conveyed Entity” means Aeroflex Limited, a private limited company incorporated in England and Wales with its registered address at Xxxxxxxxx Xxxxx, Xxx Xxxxx Xxx, Xxxxxxxxx, XX0 0XX and registered company number 00317241. 16 “UK Direct Transferred Equity Interests” means all the issued Equity Securities in the UK Conveyed Entity. “U.K. Tax Payment” shall have the meaning set forth in Section 5.13(e)(ii)(1). “Unadjusted Base Consideration Amount” means the Base Consideration Amount without giving effect to any of the adjustments set forth in this Agreement. “U.S. Conveyed Entity” means Aeroflex Wichita, Inc. “U.S. GAAS” shall have the meaning set forth in Section 5.5(d). “VAT” shall have the meaning set forth i...
Transaction Expenses Payoff Instructions means reasonably satisfactory documentation setting forth an itemized list of all, and amounts of all,
Transaction Expenses Payoff Instructions has the meaning set forth in Section 4.09.
Transaction Expenses Payoff Instructions means invoices or other reasonable satisfactory documentation provided by the Company setting forth all Transaction Expenses of the type described in clause (i) of the definition thereof, including the identity of the payee, amounts owed, wire transfer instructions and any other information reasonably necessary to effect payment in full thereof.
Transaction Expenses Payoff Instructions means an itemized list of all, and amounts of all, Transaction Expenses, including the identity of each payee, dollar amounts owed, wire instructions and any other information necessary to effect the final payment in full thereof, and copies of final invoices from each such payee acknowledging the invoiced amounts as full and final payment for all services rendered to the Company, accompanied by a written instrument from each payee referred to therein, in form and substance reasonably satisfactory to Acquiror, containing a statement releasing and discharging the Company, Acquiror and any of their Affiliates from any liability for any Transaction Expenses or amounts thereof not specifically referred to in the Transaction Expenses Payoff Instructions.