Expert Costs definition
Examples of Expert Costs in a sentence
In no event shall Purchaser be liable under this Agreement, including Section 9.3, (i) for any amount in excess of the Ceiling Amount, other than for a failure to deliver the Merger Consideration (but then only to the extent of the undelivered Merger Consideration), (ii) for any amount of Tax Liability plus Tax Expert Costs in excess of (A) $1,600,000 in the aggregate, or (B) $400,000 in any calendar quarter, or (iii) for any Prior Tax Liability.
Such payments shall be payable on written demand, not to exceed in the aggregate $400,000 in any calendar quarter, which written demand, with respect to any amounts in excess of $800,000 in the aggregate, shall be accompanied and supported by (a) documentation of corporate or personal estimated income tax deposits, (b) signed corporate or personal income tax returns or extension requests, or (c) documentation of Tax Expert Costs reasonably acceptable to Purchaser.
If the amount of the Tax Liability plus the Tax Expert Costs exceeds $1,600,000 in the aggregate (such excess amount being "EXCESS TAX OBLIGATIONS"), the Stockholder and the MTM Stockholders, severally with respect to each other but jointly and severally with the Stockholder, shall assume and be liable to pay the Excess Tax Obligations.