Incremental Expenses definition

Incremental Expenses means expenses and costs (including fees, costs and expenses arising out of or related to the Services) that Audible incurs specifically for the Business, including Transition, to help launch or serve the Business, provided that such costs are specifically incurred by Audible for, and are clearly allocable to, the Business and are beyond or in addition to Audible’s normal business expenses. By way of illustration and not limitation, Incremental Expenses include: (i) additional license fees Audible incurs to any licensor specifically in performance of the Services or the Business, (ii) additional costs Audible incurs for Content, translation of content, or processing of Content, (iii) additional costs Audible incurs related to customer service systems or server hosting or bandwidth costs specifically related to the Business, with such costs calculated in accordance with Schedule 2.3.2, (iv) all or an appropriate proportion of the cost of any licenses or hardware that Audible acquires for use by Company (except for certain licenses or hardware covering Audible’s capacities existing as of the Effective Date, with such costs calculated in accordance with Schedule 2.3.2). The parties agree that Company will not be charged for time spent by Audible’s management in connection with the Business; however, if Audible incurs other Incremental Expenses for its personnel supporting the Business (e.g., if Company’s needs for the Business are such that Audible is not reasonably able to use existing personnel and, as a result, hires additional employees), all or the appropriate proportion of such costs of additional, non-management personnel shall be Incremental Expenses. In general, costs and expenses incurred by Audible that are allocable both to the Business and to Audible’s own or third parties’ business (including costs and expenses in excess of the thresholds set forth in the preceding sentences) shall be reimbursed on a pro rata basis. In cases where a clear allocation is not possible, the parties shall in good faith agree on a mechanism for a fair and appropriate sharing of such costs and expenses. To assist the Company in budget planning, Audible has attached in Schedule 2.2 a list of the material applications and systems it intends to use for the Business. The parties expect that Audible will not incur more than US$* * * in Incremental Expenses (excluding costs for translated Content, for which another US$* * * has been budgeted) through Launch (based on the ini...

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Incremental Expenses has the meaning set forth in Section 9.4(d).

Incremental Expenses means expenses and costs (including fees, costs and expenses arising out of or related to the Services) that Audible incurs specifically for the Business to help launch or serve the Business, including Transition (as described in Section 2.5, below) provided that such costs are specifically incurred by Audible for, and are clearly allocable to, the Business and are beyond or in addition to Audible’s normal business expenses. By way of illustration and not limitation, Incremental Expenses include: (i) additional license fees Audible incurs to any licensor specifically in performance of the Services or the Business, (ii) additional costs Audible incurs for Content, translation of Content,, or processing of Content, (iii) additional costs Audible incurs related to customer service systems or server hosting or bandwidth costs specifically related to the Business, with such costs calculated in accordance with Schedule 2.3.2, (iv) all or an appropriate proportion of the cost of any licenses or hardware that Audible acquires for use by France Loisirs (except for certain licenses or hardware covering Audible’s capacities existing as of the Effective Date, with such costs calculated in accordance with Schedule 2.3.2). The parties agree that France Loisirs will not be charged for time spent by Audible’s management in connection with the Business; however, if Audible incurs other Incremental Expenses for its personnel supporting the Business (e.g., if France Loisirs’s needs for the Business are such that Audible is not reasonably able to use existing personnel and, as a result, hires additional employees), all or the appropriate proportion of such costs of additional, non-management personnel shall be Incremental Expenses. In general, costs and expenses incurred by Audible that are allocable both to the Business and to Audible’s own or third parties’ business (including costs and expenses in excess of the thresholds set forth in the preceding sentences) shall be reimbursed on a pro rata basis. In cases where a clear allocation is not possible, the parties shall in good faith agree on a mechanism for a fair and appropriate sharing of such costs and expenses.

Examples of Incremental Expenses in a sentence

• The parties agree that Company will not be charged for time spent by Audible’s management in connection with the Business; however, if Audible incurs other Incremental Expenses for its personnel supporting the Business (e.g., if Company’s needs for the Business are such that Audible is not reasonably able to use existing personnel and, as a result, hires additional employees), all or the appropriate proportion of such costs of additional, non-management personnel shall be Incremental Expenses.

• The Incremental Expenses and the Closing Fee shall have been so paid or reimbursed in accordance with this Agreement; it being understood and agreed that the Closing Fee may be payable by deducting such amount from the Debt Commitment Funding Amount.

• Evidence reasonably documenting Incremental Expenses incurred (and Services provided) will be furnished to Company upon request or as mutually agreed, and Company will have the right to audit and verify any Incremental Expenses that Audible charges Company.

• The parties expect that Audible will not incur more than US$* * * in Incremental Expenses (excluding costs for translated Content, for which another US$* * * has been budgeted) through Launch (based on the initial version of the Project Plan), and Company expressly approves reimbursement of up to US$* * * in one-time Incremental Expenses (plus up to US$* * * in costs for translated Content, as budgeted in the Project Plan) actually incurred through Launch.

• Any Incremental Expenses incurred in connection with a Transition shall be borne by Company.

• Charges for Incremental Expenses pursuant to Section 2.1 and charges for the Designated Senior Officer Services pursuant to Section 2.2(a) shall be treated as a contribution to Styleclick's capital by USAi and shall be reflected as such on the books and records of Styleclick.

• Any Incremental Expenses incurred in connection with a Transition shall be borne by France Loisirs in accordance with Sections 2.3.2 and 2.3.3, above.

• In preparing such Statement of Expenses, Target shall use its good faith commercially reasonable efforts to include all Target Expenses then known or reasonably estimable, but such Statement of Expenses shall provide a credit against the Target Expenses for any Incremental Expenses, which expenses alternatively may be paid directly by Acquiror.

• Evidence reasonably documenting Incremental Expenses incurred will be furnished to France Loisirs upon request, and France Loisirs will have the right to audit and verify any Incremental Expenses that Audible charges France Loisirs.

• Any dollar limitation on liability agreed to by the parties does not apply to: (1) payments referred to in Sections 14, Intellectual Property Defense, (2) payments referred to in Section 12, Warranties (3) payments referred to in Section 7.3, Incremental Expenses and (4) damages for bodily injury (including death) and damage to real property and tangible personal property caused by either parties' negligence.

More Definitions of Incremental Expenses

Incremental Expenses means the reasonable out of pocket expenses that the Company must incur solely for the purposes of maintaining the effectiveness of the registration statement for the benefit of the Holders beyond the 3rd Anniversary Date and provided that such expenses would not: (i) otherwise be incurred, or (ii) otherwise satisfy the needs or requirements of the Company.

Incremental Expenses means any costs directly and distinctly (separately identifiable) applicable to the inclusion of the Shares into the offering.

Incremental Expenses is hereby added to Section 1 and shall read, “has the meaning set forth in Section 4(c) hereof.”

Incremental Expenses means those costs and expenses incurred by either party that are directly related to the creation, growth, support, maintenance and operation of the Joint Brokerage Service as set forth in the annual business and financial plan approved by the Steering Committee (which, for the Start-up Period, shall be the Initial Business Plan). Incremental Expenses shall include, but not be limited to, (i) personnel costs (related to product development, marketing, finance, regulatory, new accounts, customer service and trading personnel) that are above each party's excess capacity existing at the Effective Date, (ii) the cost of marketing programs, promotion, advertising and research, (iii) website maintenance costs, (iv) the cost of additional equipment (including, without limitation, communications equipment and hardware) and software that is directly related to the Joint Brokerage Service or is above each party's excess capacity existing at the Effective Date, (v) trading related expenses and fees (including, without limitation, transaction clearing costs and all other costs related to the trading in, or maintenance of, the accounts of Joint Customers and that are charged to Siebert by its clearing broker), (vi) expenses related to errors, ▇▇ ▇▇▇ ordinary course and consistent with past Siebert experience, associated with an individual taking an orde▇ ▇▇▇▇ a Joint Customer or otherwise handling a Joint Customer account ("Trading Errors") and (vii) any other costs that are directly related to the joint revenue stream and/or the Joint Brokerage Service. The Steering Committee shall decide the appropriate method of funding capital expenditures (as opposed to current period expenses in accordance with GAAP) related to the Joint Brokerage Service (including, without limitation, any costs related to Siebert's procuring additional premises and/or undergoing ▇ ▇▇▇▇▇▇▇cant reorganization of its operations in the event the success of the Joint Brokerage Service requires Siebert to do so), and the depreciation or amortization of such ▇▇▇▇▇ over their useful lives shall be treated as Incremental Expenses. If an expense were to occur even if the Joint Brokerage Service did not exist, then it should not qualify as an Incremental Expense.