Specified Expenses. For any Test Period, (i) Rent incurred for the same Test Period, and (ii) the (1) income tax expense, (2) consolidated interest expense, (3) depreciation and amortization expense, (4) any nonrecurring, unusual, or extraordinary items of income, cost or expense, including but not limited to, (a) any gains or losses attributable to the early extinguishment or conversion of indebtedness, (b) gains or losses on discontinued operations and asset sales, disposals or abandonments, and (c) impairment charges or asset write-offs including, without limitation, those related to goodwill or intangible assets, long-lived assets, and investments in debt and equity securities, in each case, pursuant to GAAP, (5) any non-cash items of expense (other than to the extent such non-cash items of expense require an accrual or reserve for future cash expenses (provided that if such accrual or reserve is for contingent items, the outcome of which is subject to uncertainty, such non-cash items of expense may, at the election of the Tenant, be added to net income and deducted when and to the extent actually paid in cash)), (6) any Pre-Opening Expenses, (7) transaction costs for the spin-off of Tenant’s Parent, the entry into this Master Lease, the negotiation and consummation of the financing transactions in connection therewith and the other transactions contemplated in connection with the foregoing consummated on or before the date hereof, (8) non-cash valuation adjustments, (9) any expenses related to the repurchase of stock options, and (10) expenses related to the grant of stock options, restricted stock, or other equivalent or similar instruments; in the case of each of (1) through (10), of Tenant and the Subsidiaries of Tenant that are Guarantors on a consolidated basis for such period.
Specified Expenses means all expenses incurred by the Fund, except for: (i) the management fee paid to the Investment Adviser; (ii) the incentive fee paid to the Sub-Investment Adviser; (iii) any distribution or servicing fee paid with respect to certain classes of Units, including the distribution and servicing fee paid by the Fund to Foreside Fund Services, LLC, the Fund's distributor; (iv) brokerage costs; (v) certain transaction-related expenses, including those incurred in connection with effecting short sales; (vi) interest payments; (vii) fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund; (viii) taxes; and (ix) extraordinary expenses (as determined in the sole discretion of the Investment Adviser). To the extent that Specified Expenses for a month exceed the Expense Cap, the Advisers will reimburse the Fund for expenses to the extent necessary to eliminate such excess (the "Expense Cap Payment"). To the extent that the Advisers bear Specified Expenses, they are permitted to receive reimbursement for any expense amounts previously paid or borne by the Advisers, for a period not to exceed three years from the date on which such expenses were paid or borne by the Advisers, even if such reimbursement occurs after the term of this Agreement, provided that the Specified Expenses have fallen to a level below the Expense Cap and the reimbursement amount does not raise the level of Specified Expenses in the month the reimbursement is being made to a level that exceeds the Expense Cap (the "Expense Cap Reimbursement"). The Advisers' agreement to limit the amount of Specified Expenses, as described above, is entered into for a term beginning on the date of this agreement and ending on January 31, 2024. The proportion of the Expense Cap Payment to be paid by each of the Investment Adviser and the Sub-Investment Adviser, and the proportion of the Expense Cap Reimbursement each of the Investment Adviser and the Sub-Investment Adviser shall be entitled to, shall be as mutually agreed in writing between the Adviser and the Sub-Adviser from time to time. Very truly yours, Central Park Advisers, LLC By: Name: Title: Select Equity Group, L.P. By: Name: Title: Accepted and Agreed: CPG Xxxxxx Square International Equity, LLC By: Name: Title:
Specified Expenses means all Fund Expenses incurred in the operation of the Fund with the exception of: (i) the management fee, (ii) any incentive fees, (iii) Organizational and Offering Expenses, (iv) placement fees, (v) interest on and fees and expenses arising out of all Fund indebtedness and other financing, (vi) costs of any litigation and damages (including the costs of any indemnity or contribution right granted to any placement agent or third-party finder engaged by the Fund or its affiliates) and (vii) for the avoidance of doubt, if applicable, any investor level withholding or other taxes.
Examples of Specified Expenses in a sentence
In the event that the Specified Expenses of the Fund, as accrued each month, exceed such Expense Cap, the Advisor hereby agrees to reimburse the Fund for expenses to the extent necessary to eliminate such excess.
More Definitions of Specified Expenses
Specified Expenses is defined to include all expenses incurred in the business of the Fund, provided that the following expenses are excluded from the definition of Specified Expenses: the Fund’s direct expenses or proportional share of (i) fees, expenses, allocations, carried interests, etc. of the Investment Funds in which the Fund invests (including all acquired fund fees and expenses), (ii) transaction costs, including legal costs and brokerage commissions, of the Fund associated with the acquisition and disposition of primary interests, secondary interests, co-investments, ETF investments, and other investments, (iii) interest payments incurred by the Fund, (iv) fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund, (v) taxes of the Fund, (vi) extraordinary expenses (as determined in our sole discretion) of the Fund, which may include non-recurring expenses such as, for example, litigation expenses and shareholder meeting expenses, (vii) the distribution and service fees paid by the Fund, and (viii) our fees under the Management Agreement and any other investment management fee paid by the Fund. “Extraordinary expenses” are expenses incurred outside of the ordinary course of business, including, without limitation, litigation or indemnification expenses, excise taxes, and costs incurred in connection with holding and/or soliciting proxies for a meeting of Investors. Additionally, this Expense Limitation Agreement may not be terminated by Princeton Fund Advisors, LLC, but may be terminated by the Fund's Board of Trustees, on written notice to Princeton Fund Advisors, LLC. This Agreement will automatically terminate, with respect to the Fund if the Management Agreement for the Fund is terminated. Any payment or reimbursement by us is subject to repayment by the Fund within the three fiscal years following the fiscal year in which the expenses were incurred, even if the repayment occurs after the termination of the Limitation Period, provided that the Specified Expenses have fallen to a level below the Expense Cap and the reimbursement amount does not raise the level of Specified Expenses in the month the repayment is being made to a level that exceeds the Expense Cap. The right to repayment shall survive termination or expiration of this Agreement or the Management Agreement, unless waived by Princeton Fund Advisors, LLC. This Agreement amends and restates the Expense Limitation and Reimbursement Agreement between the parties dated ...
Specified Expenses means with respect to any Nominated Financing, the reasonable and documented, out-of-pocket, third-party fees, costs and expenses, of Administrative Agent and Lenders arising out of, in connection with or as a result of due diligence review and analysis by its legal counsel of the Material Underlying Financing Documents.
Specified Expenses of the Fund means all Fund Expenses (as defined in the Fund’s Limited Liability Company Agreement (the “LLC Agreement”) incurred in the operation of the Fund with the exception of: (i) the management fee, (ii) any incentive fees, (iii) Organizational and Offering Expenses (as defined in the LLC Agreement) (which are subject to the Organizational and Offering Expense Cap (as defined below)), (iv) Placement Fees (as defined in the LLC Agreement), (v) interest on and fees and expenses arising out of all Fund indebtedness and other financing, (vi) costs of any litigation and damages (including the costs of any indemnity or contribution right granted to any placement agent or third-party finder engaged by the Fund or its affiliates) and (vii) for the avoidance of doubt, if applicable, any investor level withholding or other taxes.
Specified Expenses is defined to include all expenses incurred in the business of the Fund (including organizational and offering expenses), provided that the following expenses are excluded from the definition of Specified Expenses: the Fund's proportional share of (i) fees, expenses, allocations, carried interests, etc. of the underlying investment funds in which the Fund invests (including all acquired fund fees and expenses), (ii) transaction costs, including legal costs and brokerage commissions, of the Fund associated with the acquisition and disposition of primary interests, secondary interests, co-investments, ETF investments, and other investments, (iii) interest payments incurred by the Fund, (iv) fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund, (v) taxes of the Fund, (vi) the fees and expenses paid to any sub-advisor to the Fund, and (vii) extraordinary expenses of the Fund, which may include non-recurring expenses such as, for example, litigation expenses and shareholder meeting expenses. "Extraordinary expenses" are expenses incurred outside of the ordinary course of business, including, without limitation, litigation or indemnification expenses, excise taxes, and costs incurred in connection with holding and/or soliciting proxies for a meeting of the Fund's shareholders. Additionally, this Expense Limitation Agreement may not be terminated by USCA Asset Management, LLC, but may be terminated by the Fund's Board of Trustees, on written notice to USCA Asset Management, LLC. This Agreement will automatically terminate, with respect to the Fund if the management agreement for the Fund is terminated. Any payment or reimbursement by us is subject to repayment by the Fund within the three fiscal years following the fiscal year in which the expenses were incurred, even if the repayment occurs after the termination of the Limitation Period, provided that the Specified Expenses have fallen to a level below the Expense Cap and the reimbursement amount does not raise the level of Specified Expenses in the month the repayment is being made to a level that exceeds the Expense Cap. The right to repayment shall survive termination or expiration of this Agreement or the management agreement, unless waived by USCA Asset Management, LLC. USCA Asset Management, LLC By: U.S. Capital Advisors LLC, sole member ACCEPTANCE: USCA All Terrain Fund By: /s/Xxxxxxx Xxxxxxxxxx By: /s/Xxxxxx X. Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Name: Xxxxxx X. X...
Specified Expenses has the meaning set forth in Section 7.2(a).
Specified Expenses means (a) all reasonable direct and indirect expenses the General Partner incurs or payments it makes on behalf of the Lessee (including, without limitation, salary, bonus, incentive compensation, and other amounts paid to any Person to perform services for the Lessee or for the General Partner in the discharge of its duties to the Lessee), and (b) all other necessary or appropriate reasonable expenses allocable to the Lessee or otherwise reasonably incurred by the General Partner in connection with operating the Lessee's business (including without limitation reasonable expenses allocated to the General Partner by its affiliates and, for so long as Fremont Group, Inc. owns an interest in the General Partner, an annual fee of $100,000, payable semi-annually in arrears in consideration of management services).
Specified Expenses is defined to include all ordinary operating expenses of the Fund, including management fees under the Management Agreement, and any distribution or shareholder servicing fees or expenses, provided that the following expenses of the Fund shall be excluded from the definition of Specified Expenses: (i) interest expenses, and any fees and expenses incurred in connection with credit facilities, if any, obtained by the Fund; (ii) transaction costs and other expenses incurred in connection with the acquisition, financing, maintenance, and disposition of the Fund’s investments and prospective investments, including without limitation bank and custody fees, brokerage commissions, legal, data, consulting and due diligence costs, servicing and property management costs; (iii) acquired fund fees and expenses; (iv) taxes; and (v) extraordinary expenses. “Extraordinary expenses” are expenses incurred outside of the ordinary course of business, including, without limitation, litigation or indemnification expenses, excise taxes, and costs incurred in connection with holding and/or soliciting proxies for a meeting of investors. Any waiver, payment or reimbursement by us pursuant to this Agreement is subject to repayment by the Fund within three years after the expenses waived, paid or reimbursed were incurred, even if the repayment occurs after the termination of the Limitation Period, provided that the Specified Expenses have fallen to a level below the lower of this Expense Cap, or the then-current expense limitation, and the reimbursement amount does not raise the level of Specified Expenses in the month the repayment is being made to a level that exceeds the lower of this Expense Cap, or the then-current expense limitation. The right to repayment shall survive termination or expiration of this Agreement or the Management Agreement, unless waived by us. This Agreement shall become effective on the date first above written and shall remain in effect through the Limitation Period, unless sooner terminated as provided below. The Limitation Period may be extended by us for successive twelve-month periods, provided that such extension is approved by a majority of the Trustees of the Trust. Additionally, this Expense Limitation Agreement may not be terminated by us, but may be terminated by the Fund’s Board of Trustees, on 60 days’ written notice to us. This Agreement will automatically terminate if the Management Agreement is terminated. This Agreement and all rights and o...