Designated Expenses means extraordinary Trust expenses attributable to a particular Holder that are to be borne by such Holder.
Designated Expenses means all costs and expenses (direct or indirect) incurred by the General Partner which are directly or indirectly related to the formation, capitalization, business or activities of the Partnership (including, without limitation, expenses, direct or indirect, reasonably allocated to the General Partner by its Affiliates); provided, however, that Designated Expenses shall not include (a) any cost or expense for which the General Partner is not entitled to be reimbursed by reason of the proviso at the end of Section 7.10(b); (b) any cost or expense for which the General Partner and its Affiliates are not entitled to be reimbursed pursuant to the terms of the Exchange Agreement; or (c) severance costs not permitted to be reimbursed pursuant to the Management Agreement in connection with the withdrawal of the General Partner.
Designated Expenses mean all costs and expenses (direct or indirect) incurred by the General Partner which are directly or indirectly related to the formation, capitalization, business or activities of the Partnership Group (including, without limitation, expenses, direct or indirect, reasonably allocated to the General Partner by its Affiliates); provided, however, that Designated Expenses shall not include (a) any cost or expense for which the General Partner is not entitled to be reimbursed by reason of the proviso at the end of Section 7.12(b), (b) severance costs not permitted to be reimbursed pursuant to the Management Agreements in connection with the withdrawal of the General Partner, or (c) any cost or expense for which the General Partner and its Affiliates are not entitled to be reimbursed pursuant to the terms of the Exchange Agreement.
Examples of Designated Expenses in a sentence
The Designated Expenses computed for each Holder shall be allocated separately (not included in the allocations of Matched Income or Loss, Loss or Tax Loss) to the Book Capital Account and Tax Capital Account of each Holder.
Any allocations made pursuant to this Section 3.3 for federal income tax purposes will not affect the allocations of Net Profit, Net Loss or Designated Expenses credited or debited to the Holders’ Capital Accounts.
The Designated Expenses computed for each Holder shall be allocated separately to such Holder and debited from such Holder’s Capital Account.
There shall be availability to the Operating Companies under the Credit Facility of not less than $35 million (after giving effect to the Jade Holdings Pay-off and payment of the Designated Expenses).
All expenses payable out of the Initial Bank Drawdown as provided above shall be referred to as the "Designated Expenses".
More Definitions of Designated Expenses
Designated Expenses mean all costs and expenses (direct or indirect) incurred by the General Partner which are directly or indirectly related to the formation, capitalization, business or activities of the Partnership Group; provided, however, that Designated Expenses shall not include (a) any cost or expense for which the General Partner is not entitled to be reimbursed by reason of the proviso at the end of Section 7.12(b) or (b) severance costs not permitted to be reimbursed pursuant to the Management Agreements in connection with the withdrawal of the General Partner.
Designated Expenses means extraordinary Trust expenses attributable to a particular Holder that are to be borne by such Holder. 026_0032.doc
Designated Expenses means each Debtor's:
Designated Expenses shall not include any prepetition expenses or interest on any prepetition indebtedness unless an order of the Bankruptcy Court approving payment of such prepetition expenses or such interest has been entered.
Designated Expenses means, with respect to a specified person, all documented, reasonable out-of-pocket fees and expenses (not to exceed $2.0 million) incurred or paid by or on behalf of such specified person and its affiliates to third parties in connection with the Merger or the
Designated Expenses means the expenses described in clauses (i) and (ii) in the preceding sentence and the fees, expenses or costs (A) of the Corporation which relate to the redemption of the Senior Subordinated Notes due 2007 and Senior Subordinated Notes due 2008 (including any hedging costs), (B) of JPMSI which relate to the Recapitalization and not the debt financing referred to in Section 2.01(d), (C) of Xxxxx Xxxx & Xxxxxxxx and Morris, Nichols, Arsht & Xxxxxxx, each as special counsel to the Corporation, which relate to the Recapitalization and not the debt financing referred to in Section 2.01(d), (D) of BDO Xxxxxxx LLP which relate to the Recapitalization and not to general corporate purposes and (E) the payments made in respect of the agreements referred to in Section 2.01(k). Designated Expenses shall be paid by (or reimbursed to the extent heretofore paid by another party) the Corporation. Each party acknowledges that the Capital Account balances listed in Schedules D-1 and D-2 of the TP LLC Original Agreement reflect deductions for such party's allocation of the estimated Designated Expenses. It is understood that at the Effective Time, members of management, including holders of options, shall be allocated additional priority allocations in TP LLC or awarded additional options by the Corporation in the amounts equal to the Designated Expenses allocated to such Persons immediately prior to the Conversion Time.
Designated Expenses means, (i) with respect to the Company, all documented, reasonable out-of-pocket fees and expenses (not to exceed $1.0 million) incurred or paid by or on behalf of the Company and its affiliates to third parties, and (ii) with respect to TAGTCR, all documented, reasonable out-of-pocket fees and expenses (not to exceed $1.5 million) incurred or paid by or on behalf of TAGTCR and its affiliates to third parties, in each case in connection with the Merger or the consummation of any of the transactions contemplated by this Agreement, including, without limitation, all printing costs and reasonable fees and expenses of counsel, investment banking firms, brokers, accountants, experts and consultants.