Excess Covered Transaction Expenses definition

Excess Covered Transaction Expenses means an amount equal to the Covered Transaction Expenses minus the sum of (a) Twenty Five Million Dollars ($25,000,000) plus (b) the expenses described in Section 5.18 and Section 5.5(d); provided, however, that such amount shall not be less than zero.
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Excess Covered Transaction Expenses means an amount equal to the Covered Transaction Expenses minus the sum of (a) Twenty Five Million Dollars ($25,000,000) plus (b) the expenses described in Section 5.18 and Section 5.5(d); provided , however , that such amount shall not be less than zero.
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Excess Covered Transaction Expenses means an amount equal to the Covered Transaction Expenses minus$47,500,000.00; provided, however, if this amount results in a negative number, such amount shall not be less than zero.
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Examples of Excess Covered Transaction Expenses in a sentence

  • Sellers shall pay all Covered Transaction Expenses and Excess Covered Transaction Expenses.

  • At any time prior to the Closing, Sellers may, in their sole discretion by written notice to Buyers, elect to designate any Station Property set forth on Schedule 5.18 as a Rejected Property and reduce the Purchase Price by the Assigned Drop Value assigned to such Station Property on Schedule 2.7; provided that any Covered Transaction Expenses related to such Rejected Property shall be deducted from Excess Covered Transaction Expenses.

  • If Sellers’ estimate of Excess Covered Transaction Expenses is greater than zero ($0.00), Buyer shall have thirty (30) days following the receipt of the Expenses Schedule, supporting documentation and invoices and any other information reasonably requested by Buyer to review such information, and, at any time on or prior to the expiration of such period, Buyer may notify Sellers in writing that Buyer disputes all or any portion of the amounts set forth in the Expenses Schedule.

  • Buyers and Sellers shall work in good faith to resolve such disputed items and, if Buyers and Sellers so resolve all such disputed items, the Excess Covered Transaction Expenses, if any, as amended to the extent necessary to reflect the agreed resolution of such disputed items, shall be final and binding on the parties.

  • If the Excess Covered Transaction Expenses, as finally determined pursuant to this Section 9.4(b) are greater than zero ($0.00), then Buyer shall pay to Sellers the amount of such Excess Covered Transaction Expenses by wire transfer of immediately available funds within ten (10) days following such final determination.

  • If Sellers’ estimate of Excess Covered Transaction Expenses is greater than zero ($0.00), Buyers shall have thirty (30) days following the receipt of the Expenses Schedule, supporting documentation and invoices and any other information reasonably requested by Buyers to review such information, and, at any time on or prior to the expiration of such period, Buyers may notify Sellers in writing that Buyers dispute all or any portion of the amounts set forth in the Expenses Schedule.

  • If the Excess Covered Transaction Expenses, as finally determined pursuant to this Section 2.5(g) are greater than zero ($0.00), then Buyers shall pay to Sellers the amount of such Excess Covered Transaction Expenses by wire transfer of immediately available funds within ten (10) days following such final determination.

  • But inconsistency of support policy from supplier such as investment and define of tariff cause to confuse merchandiser and supplier until don't have clear programs for trade and production and sometimes improper import disrupt inside market.

Related to Excess Covered Transaction Expenses

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Final Transaction Expenses has the meaning set forth in Section 3.2(b).

  • Transaction Expenses means any fees or expenses incurred or paid by Holdings or any of its Subsidiaries in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

  • Disposition Expenses means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

  • First Tier Covered Transactions refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers).

  • Liquidation Expenses With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicers, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

  • Election expenses means expenses incurred, whether before, during or after the election, on account of, or in respect of, the conduct or management of the election.

  • Distribution Expenses means, with respect to all rights granted to LGF hereunder, one hundred percent (100%) of the aggregate of all actual, direct, out-of-pocket, third xxxxx costs expended or incurred by LGF in direct connection with the distribution and exploitation of the Picture throughout the Territory in all media, including, without limitation, all DLT Creation Costs, and all conversion, manufacturing, duplication, shipping, marketing, advertising, promotion and publicity costs, and all costs to complete Delivery of the Picture (to the extent (i) LGF elects to cure any failure of Grantor to complete Delivery of the Picture in accordance with the Delivery Schedule and/or (ii) LGF is required to take "access" to any Delivery Materials pursuant to the Delivery Schedule; and/or fiii) Grantor is not required to deliver such elements under the Delivery Schedule).

  • Covered Transaction means a transaction that uses any funds under this award and that is a contract, memorandum of understanding, cooperative agreement, grant, loan, or loan guarantee.

  • Acquisition Expenses means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • Litigation Expenses means costs and expenses incurred in connection with commencing, prosecuting, and settling the Action (which may include the costs and expenses of Plaintiffs directly related to their representation of the Settlement Class), for which Lead Counsel intends to apply to the Court for reimbursement from the Settlement Fund.

  • Common expense liability means the liability for common

  • Litigation Expense means any court filing fee, court cost, arbitration fee, and each other fee and cost of investigating or defending an indemnified claim or asserting any claim for indemnification or defense under this Agreement, including Attorney’s Fees, other professionals’ fees, and disbursements. “Attorney’s Fees” include a charge for the service of in-house counsel at the market rate for independent counsel of similar experience.

  • Lower Tier Covered Transactions refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers).

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

  • Fraud Loss Coverage Termination Date The point in time at which the Fraud Loss Coverage Amount is reduced to zero.

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • Bankruptcy Loss Coverage Amount As of any date of determination, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to the Certificates since the Cut-off Date and (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trustee to the effect that any such reduction will not result in a downgrading, qualification or withdrawal of the then current ratings assigned to the Classes of Certificates rated by it.

  • Initial Bankruptcy Loss Coverage Amount $226,715.