Audit Expense Amount definition

Audit Expense Amount means an amount equal to $75,000 advanced by the Buyer to the Companies to be applied by the Companies to the payment of the fees and expenses of the Companies related to the preparation of the Audited Financial Statements.
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Audit Expense Amount means all out-of-pocket costs and expenses incurred by the Company and its Subsidiaries in assisting Parent in connection with the preparation of audited consolidated financial statements of the Company in accordance with Section 5.9(b), but only if and to the extent such costs and expenses were incurred at the express request of Parent or with Parent’s prior written consent.
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Examples of Audit Expense Amount in a sentence

  • Within 10 days after the date in which Target gives such reasonably detailed evidence and support to Sellers (each such date, an “Audit Expense Amount Lapse Date”), either Seller shall have the right to dispute all or any portion of the Audit Expense Amount by delivering a written notice to that effect to Target (each such notice, an “Audit Expense Amount Dispute Notice”).

  • Specifically, this presentation shall cover the strategies that uor research group has been developing to design and prepare stable catalysts and membrane systems for various CO2 conversion processes such as CO2 reforming of methane, CO2 hydrogenation, r-WGS, and CO 2-neutral H2 production reactions such as steam reforming of biomass tar, propane dehydrogenation, water gas shift and CH4 decomposition.

  • Notwithstanding the fact that the two imitation profiles were created in the exact same manner and method as Selden’s personal profile, they are still not enforceable under general contract principles because they are illusory.

  • Any Audit Expense Amount Dispute Notice shall identify in reasonable detail the portion of any Audit Expense Amount that is being disputed and the basis therefor.

  • If, on or prior to the Audit Expense Amount Lapse Date, the Sellers notify Target that they have no objection to the Audit Expense Amount or both Sellers fail to deliver an Audit Expense Amount Dispute Notice as set forth above, then the Audit Expense Amount as set forth in the applicable Audit Expense Amount Dispute Notice shall be deemed to have been finally determined for purposes of this Agreement.

  • If either Seller delivers an Audit Expense Amount Dispute Notice on or prior to the Audit Expense Amount Lapse Date, then such Seller and Target shall promptly meet and attempt in good faith to resolve the disputed portions of the Audit Expense Amount and negotiate a final determination thereof.

  • The decision of the arbitrator with respect to the Audit Expense Amount in question shall include the arbitrator’s final determination of such Audit Expense Amount, and such final determination shall be deemed a final determination of such Audit Expense Amount for all purposes of this Agreement.

Related to Audit Expense Amount

  • Expense Amount As defined in Section 11.01(b) hereof.

  • 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.

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

  • Company Expenses has the meaning provided in Section 8.3.

  • management expense ratio means the total fees and expenses a fund paid during a year divided by its average assets for that year.

  • Parent Expenses means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder, (ii) corporate overhead expenses Incurred in the ordinary course of business, and to pay salaries or other compensation of employees who perform services for any Parent or for both such Parent and the Company, (iii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including but not limited to trademarks, service marks, trade names, trade dress, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iv) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person, (v) other operational and tax expenses of any Parent incurred on behalf of the Company in the ordinary course of business, including obligations in respect of director and officer insurance (including premiums therefor); it being understood for purposes of this definition, that all operational and tax expenses of any Parent are deemed to be incurred on behalf of the Company if the Company’s activities represent substantially all of the operating activities of any Parent and all of its Subsidiaries, and (vi) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

  • Cash Expenses means, for any period, the Operating Expenses for the operation of the Property as set forth in an Approved Annual Budget to the extent that such expenses are actually incurred by Borrower minus any payments into the Tax and Insurance Escrow Fund.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Reconciliation Amount has the meaning given to it in paragraph 9.9 of Schedule 9.1 (Financial and Other Consequences of Change);

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • 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.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Independent expenditure means an expenditure by a person:

  • Common expense means costs incurred by the association to exercise any of the powers provided for in the association's governing documents.

  • Tax Amount has the meaning set forth in Section 4.01(b)(i).

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

  • Capital Expenses expenses that are capital in nature or required under GAAP to be capitalized.

  • Liquidity Expenses means all Liquidity Obligations other than (i) the principal amount of any Drawings under the Liquidity Facilities and (ii) any interest accrued on any Liquidity Obligations.

  • Common expense liability means the liability for common

  • Closing Amount has the meaning set forth in Section 2.2(a).

  • Gross-Up Amount has the meaning set forth in definition of “Make Whole Amount.”

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Current Expenses means operating costs other than personal services and shall not