Expense Reimbursement Cap definition
Examples of Expense Reimbursement Cap in a sentence
Any out of pocket costs and expenses incurred by the Stockholder Representative in connection with actions taken by the Stockholder Representative pursuant to the terms of the Merger Agreement (including the hiring of legal counsel and accountants and the incurring of legal and accounting fees and costs) (“Representative Expenses”) shall be deducted from the Holdback Amount, up to, in the aggregate, the Expense Reimbursement Cap.
Any such fees and expenses payable by the Stockholder Representative shall be payable from the Holdback Amount, subject to the Expense Reimbursement Cap.
The Operating Expense Reimbursement Cap for the first Lease Year shall be the amount of the Initial Operating Expense Reimbursement.
If, for any reason whatsoever, including, without limitation due to a Force Majeure, Player Strike or the relocation of a Game or Games from the Stadium to another venue, the number of Games played at the Stadium decreases from such number of Games, then the Game Day Expense Reimbursement Cap for that year shall be adjusted accordingly on a pro rata basis.
In all cases, the cost of separate counsel employed by the Stockholder Representative shall be classified as Representative Expenses and subject to the Expense Reimbursement Cap.
The fees and expenses of such counsel shall be classified as Representative Expenses and shall be subject to the Expense Reimbursement Cap.
In the event the Transactions close or terminate after June 30, 2020, the parties agree that the Expense Reimbursement Cap will be increased to an amount agreed to by the parties in good faith.
Within sixty (60) days of each adjustment to the Game Day Expense Reimbursement Cap pursuant to this Section 9.6, the ECSC shall cause a written statement to be delivered to the Bills setting forth such adjustments.
For the avoidance of doubt, in no event will the Buyer be entitled to receive more than the Buyer Expense Reimbursement Cap as reimbursement of its reasonable actual out-of-pocket expenses incurred in conducting due diligence activities and pursuing the transactions contemplated hereunder (including any payments or reimbursements made by Buyer hereunder and costs incurred in connection with the pursuit of new financing and the Loan Assumptions).
Within sixty (60) days of each adjustment to the Operating Expense Reimbursement Cap pursuant to this Section 9.5, the ECSC shall cause a written statement to be delivered to the Bills setting forth such adjustments.