Payment of Fees of CPA Firm Sample Clauses

Payment of Fees of CPA Firm. If the Net Working Capital as derived from the relevant amounts reflected on the Final Closing Balance Sheet is closer in amount to the Net Working Capital as reflected in the Balance Sheet Objection than to the Net Working Capital as reflected on the Preliminary Closing Balance Sheet, then Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B). If the Net Working Capital as derived from the relevant amounts reflected on the Final Closing Balance Sheet is closer in amount to the Net Working Capital as reflected on the Preliminary Closing Balance Sheet than to the Net Working Capital as reflected in the Balance Sheet Objection, then the Shareholders shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B). If the difference between the Net Working Capital as reflected on the Final Closing Balance Sheet and the Net Working Capital as reflected in the Balance Sheet Objection is equal to the difference between the Net Working Capital as reflected on the Final Closing Balance Sheet and the Net Working Capital as reflected on the Preliminary Closing Balance Sheet, then all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B) shall be paid one-half by Buyer and one-half by Shareholders.
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Payment of Fees of CPA Firm. If the sum of Net Working Capital plus Recent CapX as reflected on the Final Closing Statement is closer in amount to the Net Working Capital as reflected in the Closing Statement Objection (or, if different, the last Net Working Capital proposed in writing by the Seller Representative as a part of the negotiations conducted pursuant to Section 2.4(e)(i)) than to the sum of Net Working Capital plus Recent CapX as reflected on the Proposed Final Closing Statement (or, if different, the last Net Working Capital proposed in writing by the Purchaser as a part of the negotiations conducted pursuant to Section 2.4(e)(i), then the Purchaser shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.4(e)(ii). If the sum of Net Working Capital plus Recent CapX as reflected on the Final Closing Statement is closer in amount to the sum of Net Working Capital plus Recent CapX as reflected on the Proposed Final Closing Statement (or, if different, the last Net Working Capital proposed in writing by the Purchaser as a part of the negotiations conducted pursuant to Section 2.4(e)(i)) than to the sum of Net Working Capital plus Recent CapX as reflected in the Closing Statement Objection (or, if different, the last sum of Net Working Capital plus Recent CapX proposed in writing by the Seller Representative as a part of the negotiations conducted pursuant to Section 2.4(e)(i)), then the Seller Representative, on behalf of the Company Holders shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.4(e)(ii), which shall be paid from the Indemnity Escrow Amount.
Sample 1
Payment of Fees of CPA Firm. If an Earn-Out Amount as finally determined by the CPA Firm is closer in amount to the Earn-Out Amount as reflected in Company’s Earn-Out Notice of Objection than to the Earn-Out Amount as reflected in Buyer’s Earn-Out Statement, then Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 3.10(a) relating to the determination of such Earn-Out Amount. If an Earn-Out Amount as finally determined by the CPA Firm is closer in amount to the Earn-Out Amount as reflected in Buyer’s Earn-Out Statement than to the Earn-Out Amount as reflected in Company’s Earn-Out Notice of Objection, then Shareholders, jointly and severally, and Company, jointly and severally with Shareholders, shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 3.10(a) relating to the determination of such Earn-Out Amount.
Sample 1
Payment of Fees of CPA Firm. If the Net Working Capital as reflected on the Final Closing Statement is closer in amount to the Net Working Capital as reflected in the Closing Statement Objection than to the Net Working Capital as reflected on the Preliminary Closing Statement, then Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.3(e)(ii). If the Net Working Capital as reflected on the Final Closing Statement is closer in amount to the Net Working Capital as reflected on the Preliminary Closing Statement than to the Net Working Capital as reflected in the Closing Statement Objection, then Parent shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.3(e)(ii).
Sample 1
Payment of Fees of CPA Firm. If the Adjustment Factor based on the content of the Final Closing Statement is closer in amount to the Adjustment Factor based on the content of the Closing Statement Objection than to the Adjustment Factor based on the content of the Preliminary Closing Statement, then Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.4(e)(ii). If the Adjustment Factor based on the content of the Final Closing Statement is closer in amount to the Adjustment Factor based on the content of the Preliminary Closing Statement than to the Adjustment Factor based on the content of the Closing Statement Objection, then Parent shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.4(e)(ii). If the difference between the Adjustment Factor based on the content of the Final Closing Statement and the Adjustment Factor based on the content of the Closing Statement Objection is equal to the difference between the Adjustment Factor based on the content of the Final Closing Statement and the Adjustment Factor based on the content of the Preliminary Closing Statement, then all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.4(e)(ii) shall be paid one-half by Parent and one-half by Buyer.
Sample 1
Payment of Fees of CPA Firm. Buyer and Seller shall each pay 50% of the fees and expenses of the CPA Firm in connection with the services provided pursuant Section 2.3(f)(ii).
Sample 1
Payment of Fees of CPA Firm. The fees, costs and expenses of the CPA Firm shall be borne by the Parties in inverse proportion to the relative success of the Parties relating to the disputed items submitted to the CPA Firm, with such determination of relative success made by the CPA Firm, or if the CPA Firm is unwilling to make such a determination, then such fees, costs and expenses shall be borne 50% by Buyer and 50% by the Sellers. For example, should the amount of the items in dispute total $1,000 and the CPA Firm awards $600 in favor of the Sellers’ position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by the Sellers.
Sample 1
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Payment of Fees of CPA Firm. If the Net Asset Value as reflected on the Final Closing Balance Sheet is closer in amount to the Net Asset Value as reflected in the Balance Sheet Objection than to the Net Asset Value as reflected in the Preliminary Closing Balance Sheet, then Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 3.8(a) relating to the determination of the Net Asset Value. If the Net Asset Value as reflected on the Final Closing Balance Sheet is closer in amount to the Net Asset Value as reflected in the Preliminary Closing Balance Sheet than to the Net Asset Value as reflected in the Balance Sheet Objection, then Members, jointly and severally, and Company, jointly and severally with Members, shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 3.8(a) relating to the determination of the Net Asset Value. If an Earn-Out Amount as finally determined by the CPA Firm is closer in amount to the Earn-Out Amount as reflected in Company’s Earn-Out Notice of Objection than to the Earn-Out Amount as reflected in Buyer’s Earn-Out Statement, then Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 3.8(a) relating to the determination of such Earn-Out Amount. If an Earn-Out Amount as finally determined by the CPA Firm is closer in amount to the Earn-Out Amount as reflected in Buyer’s Earn-Out Statement than to the Earn-Out Amount as reflected in Company’s Earn-Out Notice of Objection, then Members, jointly and severally, and Company, jointly and severally with Members, shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 3.8(a) relating to the determination of such Earn-Out Amount.
Sample 1
Payment of Fees of CPA Firm. Payment of all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.4(f)(ii) shall be split evenly among Buyer and the Shareholders, with the Buyer paying fifty percent (50%) of such fees and the Shareholders paying the remaining fifty percent (50%) of such fees.
Sample 1

Related to Payment of Fees of CPA Firm

  • Payment of Fees, Etc The Borrowers shall have paid all fees, costs, expenses and taxes then payable by the Borrowers pursuant to this Agreement and the other Loan Documents, including, without limitation, Section 2.06 and Section 12.04 hereof.

  • Payment of Fees All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

  • Payment of Fee For the services the Sub-Adviser renders to the Fund under this Agreement, the Adviser will pay the Sub-Adviser fees based on the average daily net assets of the Fund in accordance with the fee schedule set forth on Exhibit A, as such Exhibit may be amended from time to time by mutual agreement of the parties hereto.

  • Reimbursement of Fee Waivers and Expense Reimbursements If on any day during which the Advisory Agreement is in effect, the estimated annualized Fund Operating Expenses of the Fund for that day are less than the Operating Expense Limit, the Adviser shall be entitled to reimbursement by a Fund of the investment advisory fees waived or reduced, and any other expense reimbursements or similar payments remitted by the Adviser to the Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) within three years after the year in which the Adviser waived or reduced investment advisory fees or reimbursed expenses, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.

  • Payment of Fees and Expenses Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

  • Reimbursement of Fees and Expenses The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement under the same terms and conditions as it is permitted to receive reimbursement of reductions of its investment management fee under the Investment Advisory Agreement.

  • Calculation and Payment of Fees All fees shall be calculated on the basis of the actual number of days elapsed in a 360-day year. All fees shall be payable in addition to, and not in lieu of, interest, compensation, expense reimbursements, indemnification and other Obligations. Fees shall be payable to the Administrative Agent at its office in New York, New York in immediately available funds. All fees shall be fully earned and nonrefundable when paid. All fees due to any Arranger or any other Lender, including, without limitation, those referred to in this Section 5.3, shall bear interest, if not paid when due, at the interest rate specified in Section 5.1(d) and shall constitute Obligations.

  • Computation and Payment of Fee The advisory fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accruals shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the annual advisory fee rate, and multiplying this product by the Managed Assets of the Fund, determined in the manner established by the Directors, as of the close of business on the last preceding business day on which the Fund's net asset value was determined.

  • Adjustment of Fees Trust acknowledges that from time to time after the first anniversary of the Effective Date, Administrator may increase all non-asset based Fees upon sixty days written notice to the Trust, in an amount equal to the greater of: (a) five percent; or (b) the percentage increase in the CPI since the Effective Date of the first such increase and since the date of the immediately preceding increase with respect to all subsequent increases; provided, however, that Administrator may not increase the Fees more than one time during any twelve-month period. Notwithstanding the above, in the event of an increase to Administrator’s costs for Special Third Party Services, Administrator may at any time upon thirty days written notice increase the Fees applicable to such Special Third Party Services, provided, that such fee increase will not exceed the applicable percentage increase in costs incurred by Administrator with respect to such Special Third Party Services.

  • Calculation of Fees Ameriprise will have sole responsibility, and Ameriprise’s records will provide the sole basis, for calculating fees for which Ameriprise invoices under this Agreement. However, the Issuer Entities may provide records to assist Ameriprise in its calculations.

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