Division Gross Margin definition
Division Gross Margin means Gross Revenue less Expenses (as hereinafter defined) for any Earn-Out Year. "Expenses" means (i) expenses of the Division and of a nature historically recognized as an expense by the Seller in the conduct of its business operations (excluding (y) expenses of those employees of Seller who will become employees of the Purchaser, but who will not dedicate a substantial portion of their time to the Division and (z) expenses related to office space not used by the Division), and (ii) commissions or fees paid to sales agents or producers of the Division.