Estimated Unpaid Transaction Expenses definition

Estimated Unpaid Transaction Expenses has the meaning set forth in Section 2.11(a).

Estimated Unpaid Transaction Expenses means the Company’s good faith estimate of Unpaid Transaction Expenses as provided by the Company to the Purchaser on the Estimated Adjustment Statement.

Estimated Unpaid Transaction Expenses has the meaning set forth in Section 1.4(a).

Examples of Estimated Unpaid Transaction Expenses in a sentence

• Payment by Buyer (on behalf of the Seller Group and/or the First Closing Acquired Companies) of the Estimated Unpaid Transaction Expenses (other than the Transaction Bonuses) by wire transfer of immediately available funds to the payees, in the amounts, and to the accounts set forth in the Estimated Closing Statement delivered in connection with the First Closing.

• The legal and accounting advisors and any other Persons to whom the Company or any of its Subsidiaries will owe fees and expenses that will constitute Transaction Expenses are set forth in Section 3.26 of the Company Disclosure Schedule and all such amounts will be included in the calculation of Estimated Unpaid Transaction Expenses.

• The Estimated Unpaid Transaction Expenses, the Estimated Indebtedness, the Estimated Cash and the Estimated Net Working Capital set forth in the Estimated Closing Statement, as it may be so updated and revised, shall, subject to the other provisions of this Section 3.5, be used to calculate the Aggregate Merger Consideration.

• Absent fraud or manifest error, the Estimated Closing Indebtedness, the Estimated Closing Cash, the Estimated Unpaid Transaction Expenses, the Estimated Unpaid Pre-Closing Taxes and the Estimated Closing Net Working Capital Adjustment set forth on the Closing Statement shall be used for purposes of calculating the Base Consideration Value.

• The “Estimated Cash Purchase Price” means an amount equal to: (i) $9,000,000 (the “Base Cash Purchase Price”); plus (ii) the Estimated Cash and Cash Equivalents; plus (iii) the Estimated Net Working Capital Adjustment (which may be positive or negative); minus (iv) the amount of Estimated Unpaid Transaction Expenses; and minus (v) the amount of Estimated Closing Indebtedness.

More Definitions of Estimated Unpaid Transaction Expenses

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.

Estimated Unpaid Transaction Expenses means, in respect of each Closing, an estimate of Unpaid Transaction Expenses set forth in the Estimated Closing Statement for such Closing.

Estimated Unpaid Transaction Expenses is defined in Section 2.5(a).

Estimated Unpaid Transaction Expenses shall have the meaning set forth in the definition of Closing Certificate.

Estimated Unpaid Transaction Expenses has the meaning set forth in Section 1.3. “Excluded Assets” means, with respect to the Company and its Subsidiaries, all of the Assets set forth on Schedule 1.1.3, including (a) such Person’s properties, rights and assets, whether real or personal, and whether tangible or intangible, related to, used in or required for the operation of the Pet-Toy Business, (b) the Closing Date Credit Balance and (c) all Commissions received by the Company under the Commission Agreement during the Buyer Commission Period. “Facilities” means any buildings, plants, Improvements or structures located on any real property presently or formerly leased or operated by the Company and its Subsidiaries, including the Leased Properties. “Financials” has the meaning set forth in Section 2.6.1(b). “Fraud” means fraud under Delaware common law. “FSA” has the meaning set forth in Section 5.7. “FSA Notice” has the meaning set forth in Section 5.7. “GAAP” means generally accepted accounting principles in the United States, as in effect at the time the applicable financial statements or other financial information has been or is being prepared unless expressly provided otherwise herein. “Governmental Authority” means any United States federal, state or local or any foreign government, or political subdivision thereof, or any multinational organization or authority or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or Taxing Authority or power, any court or tribunal (or any department, bureau or division thereof) or any arbitrator or arbitral body. “Government Order” means any order, writ, judgment, injunction, decree, stipulation, ruling, determination or award entered by or with any Governmental Authority. “Hazardous Material” means any substance, material or waste that is subject to, classified or regulated by, or could form the basis of Liability under, any Environmental Law, including any material or substance that is defined as a “solid waste,” “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “pollutant,” “contaminant,” “hazardous constituent,” “special waste” or “toxic substance” (or any other similar

Estimated Unpaid Transaction Expenses has the meaning set forth in Section 2.3(a)(v). “Fee Trigger Date” has the meaning set forth in Section 9.3(a). “Filings” has the meaning set forth in Section 3.14(d). “Final Net Working Capital Adjustment Amount” has the meaning set forth in Section 2.3(a)(iii). “Financial Statements” means the unaudited financial statements of the Company, on a consolidated basis, for (a) the 12-month periods ending December 31, 2021, December 31,

Estimated Unpaid Transaction Expenses has the meaning set forth in Schedule 1.14. Annex A - 9