Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the CRS Business shall be for the account of the applicable Selling Entity up to the Effective Time and thereafter shall be for the account of Purchaser, all fees and expenses with respect to the CRS Business that related to both the period before and the period after the Effective Time, shall be prorated between Purchaser, on the one hand, and the applicable Selling Entity, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Effective Time. In furtherance of the foregoing, except as otherwise provided herein, (a) all operating expenses related to the CRS Business, as the case may be, including rent, utility, maintenance, and service expenses attributable to operations of the CRS Business until the Effective Time shall be paid by and shall be the obligation of the applicable Selling Entity; (b) all of such expenses attributable to operations of the CRS Business after the Effective Time shall be paid by and be the obligation of Purchaser; and (c) any rental income from subtenants or other third-party occupants of real property shall be prorated between Purchaser, on the one hand, and the applicable Selling Entity, on the other hand, as of the Closing Date. To the extent that any fees or expenses described in this Section 2.6 are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable Selling Entity and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such expense relates to the period before or after the Effective Time. For the avoidance of doubt, nothing in this Section 2.6 shall apply to the treatment of Taxes or employee matters.
Allocation of Fees and Expenses. Unless expressly allocated to a specific Borrower, all fees and expenses paid pursuant to this Agreement shall be allocated to the Borrower which pays such fees and expenses.
Allocation of Fees and Expenses. The Company and Buyer will each pay its own fees and expenses regarding such arbitration and half of the fees and expenses of the Arbitrator.
Allocation of Fees and Expenses. The Non‑Prevailing Party in such arbitration will pay its own and its Affiliates’ fees and expenses incurred with respect to such arbitration and will also pay a fraction of the sum of: (1) the fees and expenses of the Arbitrator; plus (2) the reasonable out of pocket fees and expenses (including reasonable attorneys’ fees) of the Prevailing Party and its Affiliates incurred with respect to such arbitration. Such fraction will be determined as follows: (A) its numerator will be an amount equal to the difference between the Non‑Prevailing Party’s determination of the items in dispute (in the aggregate and as submitted to the Arbitrator) and the Arbitrator’s determination of such items; and (B) its denominator will be an amount equal to the difference between Sellers’ Representative’s and Buyer’s respective determinations of such items (in the aggregate and as submitted to the Arbitrator). The Prevailing Party will pay the remainder of the fees and expenses of the Arbitrator and the remainder of the Prevailing Party’s and its Affiliates’ fees and expenses. Notwithstanding the foregoing, if the Arbitrator’s determination of such items in dispute is exactly midway between Sellers’ Representative’s and Buyer’s determination of such items, then Sellers’ Representative (on behalf of the Sellers) and Buyer each will pay one-half of the fees and expenses of the Arbitrator (and otherwise will pay its own and its Affiliates’ fees and expenses as described above). Sellers (considered as one Party for this purpose, with Sellers’ Representative acting on their behalf as contemplated herein) or Buyer is the “Prevailing Party” if the Arbitrator’s determination of such items is closer to such Party’s determination of such items than it is to such other Party’s determination of such items (in each case in the aggregate and as submitted to the Arbitrator). Sellers (considered as one Party for this purpose, with Sellers’ Representative acting on their behalf as contemplated herein) or Buyer is the “Non‑Prevailing Party” if the other is the Prevailing Party. Sellers’ obligation to pay any fees and expenses under this Section 2.4(d) shall be paid out of the Post-Closing Adjustment Escrow Amount.
Allocation of Fees and Expenses. Each Party shall pay its own and its Affiliates’ fees and expenses incurred with respect to such Arbitration; provided, however, that the Non-Prevailing Party in such arbitration will also pay the fees and expenses of the Arbitrator. A Party is the “Prevailing Party” if the Arbitrator’s determination of the items in dispute is closer to such Party’s determination of such items than it is to the other Party’s determination of such items (in each case in the aggregate and as submitted to the Arbitrator). A Party is the “Non-Prevailing Party” if the other Party is the Prevailing Party.
Allocation of Fees and Expenses. Each Party shall pay its own fees and expenses regarding such arbitration and half of the fees and expenses of the Arbitrator.
Allocation of Fees and Expenses. Except as otherwise expressly provided in this Agreement, Buyer and the Seller shall each be responsible for their own respective legal and accounting fees and other charges incurred in connection with the purchase and sale of the Purchased Assets, the completion of the transactions contemplated herein and any post-closing matters in connection with the transactions contemplated herein, except for any fees for filings related to the HSR Act which shall be borne by the Buyer.
Allocation of Fees and Expenses. The Sellers, on the one hand, and Buyer, on the other hand, will each pay their own fees and expenses regarding such arbitration and half of the fees and expenses of the Arbitrator.
Allocation of Fees and Expenses. In the event either Party submits any unresolved disputes to the Accountant for resolution, Buyer, on the one hand, and Sellers, on the other hand, will share responsibility for the fees and expenses based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested, as determined by the Accountant.
Allocation of Fees and Expenses and Computations
