Purchaser Expense Reimbursement Sample Clauses

Purchaser Expense Reimbursement. If this Agreement is terminated pursuant to Section 7.1(e)(ii), Purchaser shall promptly, but in no event later than five business days after termination of this Agreement, reimburse the Company for its reasonable and documented fees, costs and expenses incurred in connection with the negotiation of and performance of its obligations under this Agreement, not to exceed $500,000 in the aggregate if the termination is pursuant to Section 7.1(e)(ii) (the “Purchaser Expense Reimbursement”).
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Purchaser Expense Reimbursement. If this Agreement is terminated (a) by Purchaser pursuant to Section 3.2(e) for any breach by Seller other than a breach requiring payment of the Break-Up Fee pursuant to Section 3.4(b) above, (b) by Purchaser pursuant to Section 3.2(h) (provided that the effective date of such termination is not prior to the one hundred fortieth (140th) day after the execution of this Agreement) or (c) by Seller pursuant to Section 3.2(i), Seller agrees to reimburse Purchaser for its reasonable and documented third-party fees and expenses incurred by Purchaser in connection with this Agreement and the transactions contemplated hereby, up to an aggregate amount equal to $3,500,000 plus $500,000 for each period of thirty (30) days elapsed from the date of entry of the Bidding Procedures Order until the time of such termination; provided that if Seller shall have delivered a valid notice of termination pursuant to Section 3.2(f) (which notice shall state Seller's intent to terminate this Agreement if the breach or untruth described in such notice is not cured within the applicable cure period provided herein), the calculation of such thirty (30) day periods shall not take into account the days elapsing from the date of delivery of such notice until the breach referred to in such notice has been cured in all material respects. Notwithstanding the foregoing, if (i) an expense reimbursement payment would otherwise be payable to Purchaser pursuant to this Section 3.6 and (ii) prior to the effective date of termination by Purchaser, Seller shall have delivered to Purchaser a valid notice of termination pursuant to Section 3.2(f) (which notice shall state Seller's intent to terminate this Agreement if the breach or untruth described in such notice is not cured within the applicable cure period provided herein), Purchaser shall not be entitled to receive such expense reimbursement payment upon Purchaser's termination unless and until Purchaser shall have cured in all material respects the breach or untruth referred to in such notice prior to the valid termination of this Agreement. Any expense reimbursement obligation pursuant to this Section 3.6 shall be paid in immediately available funds by Seller to Purchaser within five (5) Business Days following the effective date of such termination and shall be treated as an allowed administrative expense claim under Section 503(b)(1)(A) of the Bankruptcy Code against Seller.
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Purchaser Expense Reimbursement. If this Agreement is terminated pursuant to Section 3.4 (other than pursuant to Section 3.4(g) or any other provision of Section 3.4 due to Purchaser’s material breach of any of its obligations under this Agreement), Purchaser shall be entitled to the reimbursement of, and Seller shall promptly reimburse Purchaser in immediately available funds for, its actual, reasonable out-of-pocket legal fees and expenses (the “Expense Reimbursement”) in an amount up to $100,000. The Parties agree that the Expense Reimbursement is not a penalty, but rather is to reimburse Purchaser for reasonable out-of-pocket fees and expenses incurred in connection with the preparation, execution and performance of the transactions contemplated by this Agreement, including filing and notification fees, and reasonable out-of-pocket fees and expenses of Purchaser (including professionals’ fees and expenses) and its Representatives in connection with the preparation, execution and negotiation of this Agreement, complying with its terms and otherwise effectuating the transactions contemplated hereby. The obligations of Seller to pay the Expense Reimbursement (i) shall be entitled to administrative expense claim status under Sections 503(b)(1)(A) and 507(a)(2) of the Bankruptcy Code, (ii) shall not be subordinate to any other administrative expense claim against Seller, other than any adequate protection order in existence at the time the Expense Reimbursement is approved, and (iii) shall survive the termination of this Agreement in accordance with Section 3.5(a). The Sale Order, and any order entered by the Bankruptcy Court approving an Alternative Transaction, shall approve the Expense Reimbursement as set forth in this Section 3.5(b).
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Purchaser Expense Reimbursement. (a) Despite any other provision in this Agreement relating to the payment of fees and expenses, if this Agreement is terminated pursuant to Section 7.2(a)(iii)(A) [Breach of Purchaser Representations and Warranties], the Purchaser shall pay $300,000 (the “Purchaser Expense Reimbursement Amount”) to the Company as reimbursement for costs and expenses incurred by or on behalf of the Company in connection with this Agreement and the transactions contemplated hereby.
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Related to Purchaser Expense Reimbursement

  • Expense Reimbursement The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

  • Expense Reimbursements To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

  • Voluntary Fee Waiver/Expense Reimbursement Nothing herein shall preclude an Adviser from contractually waiving other fees and/or reimbursing expenses of any Fund, voluntarily waiving Advisory Fees it is entitled to from any Fund or voluntarily reimbursing expenses of any Fund as the Adviser, in its discretion, deems reasonable or appropriate. Any such voluntary waiver or voluntary expense reimbursement may be modified or terminated by the Adviser at any time in its sole and absolute discretion without the approval of the Fund’s Board of Trustees or Board of Directors, as the case may be.

  • Business Expense Reimbursement During the Term of employment, the Executive shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred by the Executive (in accordance with the policies and procedures established by the Company for its senior executive officers) in performing services hereunder, provided the Executive properly accounts therefore.

  • Business Expense Reimbursements During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

  • FEES; EXPENSES; EXPENSE REIMBURSEMENT The Administrator shall receive from the Funds such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Funds, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs incidental to the preparation, printing and distribution of the Funds’ registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fund’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.

  • Compensation and Expense Reimbursement A. Client will pay the Company, as compensation for the services provided for in this Agreement and as reimbursement for expenses incurred by Company on Client's behalf, in the manner set forth in Schedule A annexed to this Agreement which Schedule is incorporated herein by reference.

  • Fees, Expenses and Reimbursement (a) So long as the Administrator provides Administrative Services to the Company, it shall be entitled to receive reasonable and customary fees for such services as well as out-of-pocket expenses as may be agreed to by the Administrator and the Company pursuant to a separate written agreement.

  • Premium Tax Reimbursement The Reinsurer will not reimburse the Ceding Company for premium taxes.

  • Tax Reimbursement (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payments or distributions by Ceridian to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any payments required under this Section 7.04) (collectively, the "Payments") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that, after payment by Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including any income taxes and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

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