Certain Other Expenses. You will pay your Underwriting Percentage of: (i) all expenses incurred by the Manager in investigating, preparing to defend, and defending against any action, claim, or proceeding which is asserted, threatened, or instituted by any party, including any governmental or regulatory body (each, an “Action”), relating to: (A) the Registration Statement, any Preliminary Prospectus or Prospectus (and any amendment or supplement thereto), any Preliminary Offering Circular or Offering Circular (and any amendment or supplement thereto), any Supplemental Materials, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any ABS Underwriter Derived Information used by any Underwriter other than the Manager, (B) the violation of any applicable restrictions on the offer, sale, resale, or purchase of Securities or Other Securities imposed by U.S. Federal or state laws or non-U.S. laws and the rules and regulations of any regulatory body promulgated thereunder or pursuant to the terms of the applicable AAU, the Underwriting Agreement, or any Intersyndicate Agreement, and (C) any claim that the Underwriters constitute a partnership, an association, or an unincorporated business or other separate entity, and (ii) any Losses (as defined in Section 9.4 hereof) incurred by the Manager in respect of any such Action, whether such Loss will be the result of a judgment or arbitrator’s determination or as a result of any settlement agreed to by the Manager. Notwithstanding the foregoing, you will not be required to pay your Underwriting Percentage of any such expense or liability: (1) to the extent that such expense or liability was caused by the Manager’s gross negligence or willful misconduct as determined in a final judgment of a court of competent jurisdiction; (2) as to which, and to the extent, the Manager actually receives (a) indemnity pursuant to Section 9.4 hereof, (b) contribution pursuant to Section 9.5 hereof, (c) indemnity or contribution pursuant to the Underwriting Agreement, or (d) damages from an Underwriter for breach of its representations, warranties, agreements, or covenants contained in the applicable AAU; or (3) of the Manager (other than fees of Syndicate Counsel) that relates to a settlement entered into by the Manager on a basis that results in a settlement of such Action against it and fewer than all the Underwriters. None of the foregoing provisions of this Section 9.3 will relieve any defaulting or breaching Underwriter f...
Certain Other Expenses. The Company will pay all reasonable fees and disbursements of XLCA's and the Trustee's counsel related to any modification of this Agreement requested by the Company.
Certain Other Expenses. You will pay your Underwriting Percentage of:
Certain Other Expenses. So long as no Equipment Notes have been issued in respect of any Aircraft, the Company agrees to pay:
Certain Other Expenses. The Company will pay all reasonable fees and disbursements of Ambac's counsel related to any Company-requested modification of any Bond Document or, if delivered pursuant to Section 3.01, First Mortgage Bonds.
Certain Other Expenses. The Company will pay all reasonable fees and disbursements of Ambac’s counsel related to any modification of any of the Transaction Documents that is requested by the Company.
Certain Other Expenses. Investment Management Fees are not Fund Expenses, and each of Investment Management Fees, Fund Expenses and Organizational Expenses is distinct and separate from one and another. The Fund will pay Organizational Expenses up to $750,000 and the Manager will pay Organizational Expenses in excess of $750,000 from its separate funds (such excess amounts, the “Excess Amounts”). Excess Amounts may be paid by the Fund and offset against Investment Management Fees.
Certain Other Expenses. The Obligor shall pay all reasonable fees and disbursements of each Surety Provider’s counsel related to the preparation and execution of this Surety Agreement and any modifications hereto.
Certain Other Expenses. Oglethorpe agrees to pay on the Closing Date, the fees and disbursements of Berkshire’s counsel related to issuance of the Surety Bonds and the preparation, negotiation and execution of the Surety Bond Documents and all other documents and agreements relating thereto, in each case to the extent invoiced to Oglethorpe prior to the Closing Date.
Certain Other Expenses. Operator shall also be reimbursed for all direct costs incurred by Operator and not otherwise covered by Sections 7.3.1 and 7.3.2 hereof, which are directly related to the operation and maintenance of the Project, such as any federal, state or other sales, use, value added, gross receipts, or similar tax, any insurance premiums paid by Operator to obtain the insurance required of Operator hereunder, and the costs of any permits or licenses required of Operator. Operator shall furnish Owner with reasonable documentation of such costs.
