Disallowed Expenses definition

Disallowed Expenses means any and all Operating Expenses that are incurred, or otherwise contracted or consented to, by or on behalf of Target or Nominee at any time during the period from the Effective Time until Closing (or that are otherwise attributable to the ownership or operation of the Properties from and after the Effective Time) and that (a) were not incurred in the Ordinary Course of Business, or (b) were not incurred in compliance with the terms of this Agreement.
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Disallowed Expenses means the fees and expenses of any investment or financial advisor or any success, transaction or similar fees payable to Sponsors or their Affiliates as a result of or in connection with the transactions contemplated by this Agreement.
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Disallowed Expenses means those disallowed expenses and disbursements set out in
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Examples of Disallowed Expenses in a sentence

  • Buyer is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred from and after the Effective Time and are not Disallowed Expenses.

  • Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses.

  • The Special Committee’s final determination as to the amount of Disallowed Expenses is binding and shall not be subject to challenge by ▇▇▇▇▇▇.

  • Accum Capital Contributions 4,729,159 Accum Acquired Interests 10,145,267 Accum Income/(Loss) 42,371,280 Accum §743(b) Depr (7,532,163) Accum Disallowed Expenses (88,060) Accum Tax Exempt Income 311,540 Accum Distributions (49,854,868) Such consents and approvals required under the Iroquois LPA as will have been obtained assuming the satisfaction of the conditions set forth in Section 6.4(d) of the Contribution Agreement.

  • Seller is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses.

  • Within ten (10) business days of the receipt of any submission by ▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇ should fail to submit any petition within the Petition Period, then within three (3) business days after the expiration of the Petition Period), the Special Committee shall make a final determination as to the amount of Disallowed Expenses to be repaid by ▇▇▇▇▇▇ (provided, however, that such period for final determination may be extended by mutual agreement of ▇▇▇▇▇▇ and the Special Committee).

  • Within three (3) business days of his receipt of the Special Committee’s final determination, ▇▇▇▇▇▇ shall repay to the Company the amount of the Disallowed Expenses as finally determined by the Special Committee, together with interest on all such amounts calculated from the date that each such expense was incurred until the date of ▇▇▇▇▇▇’▇ payment of the Disallowed Expenses at a rate equal to the interest rate currently in effect under the Company’s existing credit facility.

  • Within twenty (20) days after the date of this Agreement (the “Petition Period”), ▇▇▇▇▇▇ may petition the Special Committee to reduce the Disallowed Expenses by submitting records or other proof demonstrating by clear and convincing evidence that any of the Disallowed Expenses were, in fact, incurred for appropriate business purposes.

Related to Disallowed Expenses

  • Disallowed costs means those charges determined to be unallowable, in accordance with the applicable Federal statutes, regulations, or the terms and conditions of the Federal award. (2 CFR 200.31 and 45 CFR 75.2)

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Covered Expenses means expenses actually incurred by or on behalf of a Covered Person for treatment, services and supplies covered by the Policy. Coverage under the Participating Organization’s Policy must remain continuously in force from the date of the Covered Accident or Sickness until the date treatment, services or supplies are received for them to be a Covered Expense. A Covered Expense is deemed to be incurred on the date such treatment, service or supply, that gave rise to the expense or the charge, was rendered or obtained.

  • Disallowed means, with respect to any Claim, a Claim or any portion thereof that: (a) has been disallowed by a Final Order; (b) is Scheduled as zero or as contingent, disputed, or unliquidated and as to which no Proof of Claim or request for payment of an Administrative Claim has been timely Filed or deemed timely Filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely Filed under applicable law or the Plan; (c) is not Scheduled and as to which no Proof of Claim or request for payment of an Administrative Claim has been timely Filed or deemed timely Filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely Filed under applicable law or the Plan; (d) has been withdrawn by agreement of the applicable Debtor and the Holder thereof; or (e) has been withdrawn by the Holder thereof.

  • Allowable Expenses means any necessary, reasonable and customary item of expense at least a portion of which is covered under at least one of the Health Benefit Plans covering the person for whom claim is made. When a Health Benefit Plan provides benefits in the form of coverage for services, the reasonable cash value of each service rendered shall be deemed to be both an Allowable Expense and a benefit paid.