Unpaid Transaction Expenses definition

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

Unpaid Transaction Expenses means, in each case solely to the extent not paid immediately prior to the Closing, and whether or not invoiced, all fees and expenses incurred by or on behalf of, or to be paid by or on behalf of, the Seller or Parent, or otherwise incurred by Affiliates thereof for which the Company or any of the Transferred Companies could be held liable, in connection with or as a result of this Agreement and the transactions and other agreements contemplated by this Agreement or the process for the sale of the Company, including (i) the fees and expenses payable by the Company Group to Goldman Sachs & Co, LLC, Centerview Partners LLC, (ii) the fees and expenses payable by the Company Group to Weil, Gotshal & Manges LLP and any other attorneys engaged by the Company Group, Seller or Parent in connection with this Agreement and the transactions and other agreements contemplated by this Agreement, (iii) the fees and expenses payable by the Company Group to outside accountants or other advisors incurred in connection with this Agreement and the transactions and other agreements contemplated by this Agreement, and (iv) any payments made to or upon termination of, and any fees and expenses owing in respect of, any transactions with Affiliates.

Unpaid Transaction Expenses means the amount of Transaction Expenses incurred as of or after the Closing but unpaid as of the Effective Time.

Examples of Unpaid Transaction Expenses in a sentence

• Within ninety (90) days after the Closing Date, Parent shall deliver to the Securityholder Representative a statement (the “ Post-Closing Statement”) setting forth Parent’s calculation of: (i) the Closing Working Capital; (ii) the Closing Working Capital Shortfall, if any; (iii) the Closing Indebtedness; (iv) the Unpaid Transaction Expenses; and (v) the Merger Consideration resulting from the amounts set forth in clauses (i) though (iv).

• The costs, fees and expenses of the Accounting Referee that are borne by Halley, if any, shall be deemed to constitute Halley Final Unpaid Transaction Expenses hereunder.

• From and after delivery of the Halley Closing Certificate, Halley shall use reasonable best efforts to promptly (and in any event within one Business Day) inform Saturn if it obtains knowledge that any of the calculations of Closing Indebtedness, Closing Cash, Halley Final Unpaid Transaction Expenses and Closing Net Indebtedness have changed (other than de minimis changes) and such Halley Closing Certificate shall be deemed amended accordingly.

• Because MODIS is so new, there is not enough data to create a five-year average surface albedo dataset.

• For the purposes of this Agreement, “Estimated Net Working Capital Amount” means the Net Working Capital Amount, “Estimated Company Debt” means the Company Debt, “Estimated Closing Cash” means the Closing Cash, “Estimated Unpaid Transaction Expenses” means the Unpaid Transaction Expenses, in each case, as set forth on the Estimated Closing Statement, subject to the immediately foregoing sentence.

More Definitions of Unpaid Transaction Expenses

Unpaid Transaction Expenses means all Transaction Expenses outstanding at the Closing.

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

Unpaid Transaction Expenses means Company Transaction and Bonus Expenses to the extent that they have not been paid on or prior to the close of business on the day immediately preceding the Closing Date.

Unpaid Transaction Expenses means the aggregate amount of Transaction Expenses incurred and unpaid as of immediately prior to the Closing. DOC ID - 32901658.22 21

Unpaid Transaction Expenses means the aggregate amount of Transaction Expenses that are unpaid immediately prior to the Effective Time.

Unpaid Transaction Expenses means the sum of (i) all of the fees and expenses incurred by the Company at or prior to the Closing that are specifically related to the transactions contemplated by this Agreement and the Transaction Documents that are payable to any financial advisors, brokers, finders, outside counsel, outside accountants or similar persons engaged by the Company or any of its Subsidiaries in connection with such transactions, in each case, to the extent unpaid as of the opening of business on the Closing Date, (ii) the amount of the premium paid (or required to be paid) by the Company for the D&O Tail Policy purchased by the Company in accordance with Section 5.9, and (iii) amounts required to be paid at the Closing under the management transaction incentive plan and other arrangements described on Section 1.1(a) of the Schedule of Exceptions. Unpaid Transaction Expenses shall not include Transfer Taxes or Employment Transaction Taxes, which shall be the responsibility of Buyer.

Unpaid Transaction Expenses has the meaning specified in Section 2.6(e).