Unpaid Closing Transaction Expenses definition

Unpaid Closing Transaction Expenses means the aggregate amount of all Transaction Expenses of the Company and the Company Subsidiaries, in each case, to the extent not paid solely by the Company (or the Company Stockholders and the Company Warrant Holders or by any of affiliate of the Company, in each case, on behalf of the Company) prior to the Closing.
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Unpaid Closing Transaction Expenses means any Closing Transaction Expense that is required to be paid by the Surviving Corporation pursuant to any invoice received by the Surviving Corporation after the date on which the Final Closing Merger Consideration is finally determined pursuant to Section 2.03 and that is not otherwise taken into account in calculating the Final Closing Transaction Expenses or any other component of the Final Closing Merger Consideration.
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Examples of Unpaid Closing Transaction Expenses in a sentence

  • All other expenses shall be governed by Section 11.2. For the avoidance of doubt, the parties acknowledge that any payment made on the Closing Date by Buyer or any of its affiliates of the Estimated Unpaid Closing Transaction Expenses pursuant to Section 1.6(b)(iv) and Section 2.1 is being made for convenience only on behalf of the Company Stockholders, and nothing in this Agreement shall be deemed to make them obligations of Buyer.

  • For illustrative purposes only, the Illustrative Closing Statement sets forth an illustrative calculation of Closing Cash, Closing Indebtedness, Unpaid Closing Transaction Expenses, Unpaid Closing Change of Control Payments and Closing Working Capital as of November 1, 2022.

  • The parties acknowledge that the Payoff Amounts and the Estimated Unpaid Closing Transaction Expenses are obligations of the Company, incurred on or before the Closing Date, and nothing in this Agreement shall be deemed to make them obligations of Buyer.

  • Payment of such Payoff Amounts or Estimated Unpaid Closing Transaction Expenses by Buyer (whether directly or indirectly) or any of its affiliates on behalf of the Company Stockholders and Company Warrant Holders on the Closing Date is being made for convenience only.

Related to Unpaid Closing Transaction Expenses

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

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

  • 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.

  • 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).

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

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

  • 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.

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

  • 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.

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • Company Transaction Costs means the transaction costs and expenses of the Acquired Companies relating to the Merger, including all legal and accounting fees, brokerage fees, commissions and finders’ fees payable to brokers or finders that were employed by any Acquired Company or any of its agents, officers, directors or employees or agents thereof.

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

  • 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.

  • 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.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • 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.

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

  • Election expenses means expenses incurred, whether before, during or after the election, on account of, or in respect of, the conduct or management of the election.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Sale Transaction has the meaning set forth in Section 3(a).

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

  • Excluded Transactions means:

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Additional Closing Date shall have the meaning set forth in Section 2.3.2.

  • 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.