definiens: means all expenses that are incurred by Newcorp in the ordinary course of its business and that are consistent with the operations of the Company prior to the Closing of the Asset Purchase Agreement . For clarification the following shall be excluded from Ordinary Business Expense and will not reduce Newcorp 's Net Income : ( a ) overhead and other expenses of Purchaser ( excluding Newcorp ), including but not limited to professional fees, accounting and legal expenses not directly attributable to the ordinary business operations of Newcorp ; ( b ) compensation, travel and other costs related to employees, senior managers and consultants of Purchaser ( excluding Newcorp ) not directly related to Newcorp 's operational and commercial activities ( i.e., only expenses of employees of Purchaser ( excluding Newcorp ) that are directly inculTed in the performance of Newcorp 's operational and commercial activities will be deemed Ordinary Business Expenses for purposes of the Earnout calculation ) ; ( c ) travel and other external costs related to employees of Newcorp not directly related to operational and commercia l activities or the ordinary course of the business of Newcorp ; and ( d ) any extraordinary increases or bonuses to compensation levels not corresponding to past years of individuals who were employees of Company prior to Closing made by Purchaser andlor Newcorp at or subsequent to the date of Closing . Notwithstanding which entity collects revenue from a project or whether a project is within the perimeter defined below : ( e ) when a customer work project ( ) is generated only and performed only by employees of Newcorp, 100 % of the gross revenue from that Project will be allocated to ( and be gross revenue of ) Newcorp and ( f ) when a Project is performed by a combination of employees of Purchaser ( other than Newcorp ) and also by employees of Newcorp, the gross revenue from that Project shall be allocated to ( and be gross revenue of ) Newcorp based on the value of work performed by employees of Newcorp on total value of the work performed for the entire Project ( value of work means tbat number of hours multiplied by the cost rate for such hours ), taking into ( iv ) account the value of procuring the business as consistently applied within Purchaser 's entities and practices . Newcorp will be deemed to have participated in procuring business if any member of the Newcorp Team has introduced or found the business or has participated in the presentation to the client prospect or has had a material participation in the preparation of the proposal