Extraordinary Expenditures definition

Extraordinary Expenditures has the meaning set forth in Section 11.01(a).

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Extraordinary Expenditures means expenses arising from actions beyond the norms of typical preparation, filing, and prosecution of the Licensed Patent Rights, including, without limitation, interferences, reexaminations, reissues, oppositions, and defense.

Extraordinary Expenditures shall have the meaning set forth in Section 5.02(b).

Examples of Extraordinary Expenditures in a sentence

• In such event, the Licensee may request that the IC incur such Extraordinary Expenditures at the Licensee’s expense, which shall require approval by IC.

• If Newco does not make payment in accordance with Section 5.03 and Section 5.04, Crestwood Midstream shall be entitled upon written notice to suspend some or all of the Services if Newco fails to make such payment within twenty (20) days (or ten (10) days, in the case of reimbursement of Extraordinary Expenditures) after written notice by Crestwood Midstream regarding such failure.

• If the IC anticipates the possibility of any Extraordinary Expenditures, the IC will send prior written notice to Licensee, and the IC will not be required to incur such Extraordinary Expenditures.

• At the IC’s sole option, the IC may elect to abandon the patent rights associated with such Extraordinary Expenditures.

• The Adjustment Amount will be the sum of the following amounts, in each case determined as of the Effective Time: (i) the Net Plant Adjustment; (ii) the net total Book Value of the FERC Accounts; (iii) the Lease Buy-Out Amount; and (iv) the Extraordinary Expenditures Adjustment.

• In the event, however, that the Board determines that there exists a surplus in the reserve for Extraordinary Expenditures, the Board shall have the authority to transfer such funds into the operating account to fund any deficit in said account.

• The Final Balance Sheet, Final Indebtedness, Final Transaction Expenses, the Final Net Working Capital, the Final Closing Securities Payment, the Final Incremental Equity Capital (if applicable), the Final Gap Period Extraordinary Expenditures (if any), and the Final Interim Tax Amount (together, the “Final Closing Items”) shall be prepared in good faith and on a basis consistent with the Audited Financial Statements.

• The Adjustment Amount will equal the sum of the following amounts, in each case determined as of the Effective Time: (i) the Net Plant Adjustment; (ii) the net total Book Value of the FERC Accounts; (iii) the Lease Buy-Out Amount; and (iv) the Extraordinary Expenditures Adjustment; minus the Net Insurance Settlement Amount.

• The Estimated Balance Sheet, Estimated Indebtedness, Estimated Transaction Expenses, the Estimated Net Working Capital, the Estimated Incremental Equity Capital (if applicable), the Estimated Gap Period Extraordinary Expenditures (if any), and the Estimated Interim Tax Amount (together, the “Estimated Closing Items”) shall be prepared in good faith on a basis consistent with the Audited Financial Statements.

• The parties agree to negotiate in good faith regarding the incurrence by M&I of any Extraordinary Expenditures.

More Definitions of Extraordinary Expenditures

Extraordinary Expenditures means any expenditures by Seller during the period from the date hereof through the Effective Time incurred for the purpose of repair, replacement, or addition to assets (other than expenditures to the extent reflected as Net Plant or in any FERC Account or otherwise recovered by Seller in rates prior to Closing by reason of preexisting authorization or extraordinary relief) as a result of (i) damage resulting from weather or other extraordinary or catastrophic occurrence; or (ii) the imposition of any requirement by a Governmental Entity; provided, however, that any expenditure (which, with respect to any matter referred to in clauses (i) or (ii) of this definition, will be deemed to include all costs, expenses, and payments incurred by Seller in respect of such matter (e.g, all costs incurred due to a catastrophic storm), except to the extent reflected as Net Plant or in any FERC Account or otherwise recovered by Seller in rates prior to the Closing by reason of preexisting authorization or extraordinary relief) of the type described in clauses (i) and (ii) of this definition will be deemed an Extraordinary Expenditure only if the amount of such expenditure in excess of amounts thereof reflected as Net Plant or in any FERC Account or otherwise recovered by Seller in rates prior to the Closing by reason of preexisting authorization or extraordinary relief exceeds five percent of the Extraordinary Expenditures Reference Amount, in which case the full amount of such expenditure (from dollar one) in excess of amounts reflected as Net Plant or in any FERC Account or otherwise recovered by Seller in rates prior to the Closing by reason of preexisting authorization or extraordinary relief will be deemed an Extraordinary Expenditure. Notwithstanding the foregoing, Extraordinary Expenditures will be reduced by the amount of any insurance proceeds received by Seller in respect of the matter giving rise to the Extraordinary Expenditure unless (and to the extent) such proceeds are assigned to Buyer at Closing.

Extraordinary Expenditures means any expenditures by Seller (not reasonably expected to be paid by or reimbursed by insurance) during the period from the date hereof through the Effective Time incurred for the purpose of repair, replacement, or addition to assets, other than expenditures reflected as Net Plant or in any FERC Account, as a result of (i) damage resulting from weather or other extraordinary or catastrophic occurrence; or (ii) the imposition of any requirement by a Governmental Entity; provided, however, that any expenditure (which, with respect to any matter referred to in clauses (i) or (ii) of this definition, will be deemed to include all costs, MISSOURI GAS expenses, and payments incurred by Seller in respect of such matter (e.g, all costs incurred due to a catastrophic storm)) of the type described in clauses (i) and (ii) of this definition will be deemed an Extraordinary Expenditure only if such expenditure exceeds five percent of the Extraordinary Expenditures Reference Amount, in which case the full amount of such expenditure (from dollar one) will be deemed an Extraordinary Expenditure.

Extraordinary Expenditures means any expenditures by Seller during the period from the date hereof through the Effective Time incurred for the purpose of repair, replacement, or addition to assets, other than expenditures reflected as Net Plant or in any FERC Account, as a result of (i) damage resulting from weather or other extraordinary or catastrophic occurrence, except to the extent attributable to Seller’s gross negligence or willful misconduct; or (ii) the imposition of any requirement by a Governmental Entity, STLD01-1185616-10 MICHIGAN GAS except to the extent that but for Seller’s gross negligence or willful misconduct, or Seller’s breach or violation of any Permit, Environmental Permit, Law, or Order, such requirement would not have been imposed; provided, however, that any expenditure (which, with respect to any matter referred to in clauses (i) or (ii) of this definition, will be deemed to include all costs, expenses, and payments incurred by Seller in respect of such matter (e.g., all costs incurred due to a catastrophic storm), net of all insurance proceeds and other amounts recovered from third parties) of the type described in clauses (i) and (ii) of this definition will be deemed an Extraordinary Expenditure only if such expenditure exceeds five percent of the Extraordinary Expenditures Reference Amount, in which case the full amount of such expenditure (from dollar one) will be deemed an Extraordinary Expenditure.

Extraordinary Expenditures means (i) cash payments for capital assets purchased alter the date hereof not included in ▇▇▇▇▇▇▇'▇ most recent capital expenditures budget delivered to Buyer but approved in writing by Buyer; (ii) cash payments for equity interests in D&D Partners ▇▇ ▇▇ required by the Limited Partnership Agreement dated as of August 22, 1996, (iii) equity investments in other customers of the Feed Division approved in writing by Buyer, (iv) loans to Vista Farms in an amount not to exceed $1,000,000; and; (v) long term loans in excess of $20,000 to other customers of the Feed Division approved in writing by Buyer.

Extraordinary Expenditures means any expenditures by Seller during the period from the date hereof through the Effective Time incurred for the purpose of repair, replacement, or addition to assets, other than expenditures reflected as Net Plant or in any FERC Account, as a result of (i) damage resulting from weather or other extraordinary or catastrophic occurrence, except to the extent attributable to Seller’s gross negligence or willful misconduct; or (ii) the imposition of any requirement by a Governmental Entity, MINNESOTA GAS except to the extent that but for Seller’s gross negligence or willful misconduct, or Seller’s breach or violation of any Permit, Environmental Permit, Law, or Order, such requirement would not have been imposed; provided, however, that any expenditure (which, with respect to any matter referred to in clauses (i) or (ii) of this definition, will be deemed to include all costs, expenses, and payments incurred by Seller in respect of such matter (e.g., all costs incurred due to a catastrophic storm), net of all insurance proceeds and other amounts recovered from third parties) of the type described in clauses (i) and (ii) of this definition will be deemed an Extraordinary Expenditure only if such expenditure exceeds five percent of the Extraordinary Expenditures Reference Amount, in which case the full amount of such expenditure (from dollar one) will be deemed an Extraordinary Expenditure.