Fees and Expenses of the Audit Firm Sample Clauses
The 'Fees and Expenses of the Audit Firm' clause defines how the costs associated with hiring an audit firm will be handled. Typically, this clause specifies which party is responsible for paying the audit firm's fees and reimbursing any related expenses, such as travel or administrative costs incurred during the audit process. By clearly allocating financial responsibility, this clause helps prevent disputes over payment and ensures transparency regarding the costs of conducting an audit.
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3(c) above, the fees and expenses of the Audit Firm (the "Audit Fees") will be paid by and apportioned between Buyer and the Parent based on the aggregate dollar amount of the amount in dispute and the relative recovery as determined by the Audit Firm of Parent and Buyer, respectively. The Parent and Buyer shall promptly, and in any event within five Business Days after the final determination of the Final Closing Statement, pay to the Audit Firm the amount of Audit Fees payable by Parent and Buyer pursuant to the preceding sentence. If Parent shall not pay the Audit Firm its portion of the Audit Fees within five Business Days after the final determination of the Final Closing Statement, each Parent Member (based on its respective ownership of Parent as set forth on Schedule A) shall pay Buyer (within ten Business Days after final determination of the Final Closing Statement) its respective proportionate share of Parent's proportionate share of the Audit Fees (and each Partner, based on its respective ownership of the Partnership as set forth on Schedule A, shall be obligated to pay to Buyer its respective proportionate share of the Partnership's proportionate share of the Audit Fees payable by the Partnership pursuant hereto in the event the Partnership fails to timely pay such amount). If any Parent Member or any Partner shall not timely deliver to the Audit Firm its respective proportionate share of the amount of the Audit Fees owed by the Parent, Buyer shall be entitled to recover such amounts not timely paid from the Escrow Fund, and enforce its rights under this Section 2.3(f) to require each such Parent Member and Partner who shall have failed to deliver its respective proportionate share of the amount of the Audit Fees to contribute to the Escrow Fund an amount (without duplication) such Parent Member or such Partner was required to pay as provided herein.
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3d), the fees and expenses of the Audit Firm (the “Audit Fees”) will be borne one-half (1/2) by Sellers and one-half (1/2) by Buyers, in accordance with their Pro Rata Portion. The Parties shall promptly, and in any event within five (5) Business Days after the final determination of the Final Closing Statement, pay (or cause to be paid) to the Audit Firm the amount of Audit Fees payable by the Parties pursuant to the preceding sentence. For the avoidance of doubt, all costs and expenses incurred by the Parties in connection with a dispute under Section 2.3d), other than the Audit Fees, shall be borne by the Party incurring such cost or expense, and, in the case of costs and expenses incurred by Buyers, in accordance with their Pro Rata Portion.
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3(c) above, the fees and expenses of the Audit Firm (the “Audit Fees”) will be paid by and apportioned between Pueblo Holdings and the Sellers based on the aggregate dollar amount of the amount in dispute and the relative recovery as determined by the Audit Firm of Sellers and Pueblo Holdings, respectively. The Sellers and Pueblo Holdings shall promptly, and in any event within five Business Days after the final determination of the Final Closing Statement, pay to the Audit Firm the amount of Audit Fees payable by Sellers and Pueblo Holdings pursuant to the preceding sentence.
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3(c) above, the fees and expenses of the Audit Firm (the “Audit Fees”) will be paid by and apportioned between Buyer and the Seller based on the aggregate dollar amount of the amount in dispute and the relative recovery as determined by the Audit Firm of Seller and Buyer, respectively. The Seller and Buyer shall promptly, and in any event within five Business Days after the final determination of the Final Closing Statement, pay to the Audit Firm the amount of Audit Fees payable by Seller and Buyer pursuant to the preceding sentence.
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3(c), the fees and expenses of the Audit Firm (the “Audit Fees”) will be borne one-half by Sellers and one-half by Buyer; provided, however, that (i) if the aggregate estimate by Buyer of the disputed amount or amounts differs by ten percent (10%) or more from the determination of the Audit Firm, then Buyer shall pay one hundred percent (100%) of the Audit Fees, and (ii) if the aggregate estimate by Sellers of the disputed amount or amounts differs by ten percent (10%) or more from the determination of the Audit Firm, then Sellers shall pay one hundred percent (100%) of the Audit Fees; provided, further, however, if the aggregate estimates by Buyer and Sellers of the disputed amount or amounts both differ by ten percent (10%) or more from the determination of the Audit Firm, then the Party whose estimate differs most greatly from the determination of the Audit Firm shall pay one hundred percent (100%) of the Audit Fees. Sellers and Buyer shall promptly, and in any event within five (5) Business Days after the final determination of the Final Closing Statement, pay to the Audit Firm the amount of Audit Fees payable by Sellers and Buyer pursuant to the preceding sentence. For the avoidance of doubt, all costs and expenses incurred by the Parties in connection with a dispute under Section 2.3(c), other than the Audit Fees, shall be borne by the Party incurring such cost or expense.
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3(c) above, the fees and expenses of the Audit Firm (the “Audit Fees”) will be paid by and apportioned between Buyer and Sellers based on the aggregate dollar amount of the amount in dispute and inversely related to the relative recovery as determined by the Audit Firm of Sellers and Buyer, respectively. For example, if the aggregate dollar amount of the amount in dispute is $1,000,000 and the relative recovery of Sellers and Buyer as determined by the Audit Firm is $900,000 and $100,000, respectively, then Buyer will be apportioned 90% of the Audit Fees and Sellers will be apportioned 10% of the Audit Fees. Sellers and Buyer shall promptly, and in any event within five Business Days after the final determination of the Final Closing Statement, pay to the Audit Firm the amount of Audit Fees payable by Sellers and Buyer pursuant to this Section (with each Seller paying its Pro Rata Share of any such Audit Fees payable by the Sellers).
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.8(c) above, the fees and expenses of the Audit Firm (the “Audit Fees”) will be paid by and apportioned between Regency and Member based on the aggregate dollar amount of the amount in dispute and inversely related to the relative recovery as determined by the Audit Firm of Member and Regency, respectively. For example, if the aggregate dollar amount of the amount in dispute is $1,000,000 and the relative recovery of Member and Regency as determined by the Audit Firm is $900,000 and $100,000, respectively, then Regency will be apportioned 90% of the Audit Fees and Member will be apportioned 10% of the Audit Fees. Member and Regency shall promptly, and in any event within five (5) Business Days after the final determination of the Final Closing Statement, pay to the Audit Firm the amount of Audit Fees payable by Member and Regency pursuant to this Section 2.8(f).
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3(c), the fees and expenses of the Audit Firm (the “Audit Fees”) will be paid by and apportioned between Buyer and Sellers based on the aggregate dollar amount of the amount in dispute and the relative recovery, as determined by the Audit Firm, of Sellers and Buyer, respectively (for example, if Sellers claim an amount in dispute should be $50 and Buyer claims such amount should be $100 and the Audit Firm determines such amount is $90, then Sellers shall pay 80% of the Audit Fees and Buyer shall pay 20% of the Audit Fees). Sellers and Buyer shall promptly, and in any event within five (5) Business Days after the final determination of the Final Closing Statement, pay, and the Partnership shall cause Buyer to pay (including funding cash proceeds to Buyer to the extent necessary), to the Audit Firm the amount of Audit Fees payable by such Party pursuant to the preceding sentence, and, if applicable, each Seller shall pay 50% of any Audit Fees that are payable by Sellers pursuant to the preceding sentence.