Advisory Fees; Third Party Expenses Sample Clauses

Advisory Fees; Third Party Expenses. Except for the accountants and lawyers of Silvermex retained to negotiate, advance, carry out and complete the transactions contemplated herein, there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of Silvermex, any Silvermex Subsidiary or any of their respective directors, officers or shareholders who might be entitled to any fee, commission or reimbursement of expenses from Silvermex or any Silvermex Subsidiary upon consummation of the transactions contemplated by this Agreement. Schedule 3.1.38 of the Silvermex Disclosure Letter sets forth a reasonable estimate of all Third Party Expenses which are reasonably expected to be incurred by Silvermex and the Silvermex Subsidiaries in connection with the negotiation and implementation of the terms and conditions of this Agreement and the transactions contemplated hereby and Silvermex agrees that it will not incur or agree to incur any expenses in excess of the estimated amounts set forth in Schedule 3.1.38 of the Silvermex Disclosure Letter without the consent of First Majestic, acting reasonably.
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Advisory Fees; Third Party Expenses. Except for the accountants, lawyers and investment bankers of SilverCrest retained to negotiate, advance, carry out and complete the transactions contemplated herein, there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of SilverCrest, any SilverCrest Subsidiary or any of their respective directors, officers or shareholders who might be entitled to any fee, commission or reimbursement of expenses from SilverCrest or any SilverCrest Subsidiary upon consummation of the transactions contemplated by this Agreement.
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Advisory Fees; Third Party Expenses. Except for the accountants, lawyers, investment bankers and other advisors of Primero retained to negotiate, advance, carry out and complete the transactions contemplated herein, there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of Primero, any Primero Subsidiary who might be entitled to any fee, commission or reimbursement of expenses from Primero or any Primero Subsidiary upon consummation of the transactions contemplated by this Agreement. Schedule 3.1.35 of the Primero Disclosure Letter sets forth a reasonable estimate of all legal, accounting, financial advisory, investment banking and consulting fees which are reasonably expected to be incurred by Primero and the Primero Subsidiaries in connection with the negotiation and implementation of the terms and conditions of this Agreement and the transactions contemplated hereby.
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Advisory Fees; Third Party Expenses. Except for the accountants, lawyers and investment bankers of Orko retained to negotiate, advance, carry out and complete the transactions contemplated herein, there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of Orko, any Orko Subsidiary or any of their respective directors, officers or shareholders who might be entitled to any fee, commission or reimbursement of expenses from Orko or any Orko Subsidiary upon consummation of the transactions contemplated by this Agreement. Schedule 3.1.38 of the Orko Disclosure Letter sets forth a reasonable estimate of all Third Party Expenses which are reasonably expected to be incurred by Orko and the Orko Subsidiaries in connection with the negotiation and implementation of the terms and conditions of this Agreement and the transactions contemplated hereby and Orko agrees that it will not incur or agree to incur any expenses in excess of the estimated amounts set forth in Schedule 3.1.38 of the Orko Disclosure Letter by more than $375,000 without the prior consent of First Majestic, acting reasonably.
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Advisory Fees; Third Party Expenses. Except for the accountants and lawyers of RDK retained to negotiate, advance, carry out and complete the transactions contemplated herein and except as set out in Section 3.1(ff) of the RDK Disclosure Letter, there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of RDK or the RDK Subsidiaries, or any of their respective directors, officers or shareholders who might be entitled to any fee, commission or reimbursement of expenses from RDK or the RDK Subsidiaries upon consummation of the transactions contemplated by this Agreement.
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Advisory Fees; Third Party Expenses. Except for the accountants, financial advisors and lawyers of CBK retained to negotiate, advance, carry out and complete the transactions contemplated herein, there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of CBK, the CBK Subsidiaries or any of their respective directors, officers or shareholders who is entitled to any fee, commission or reimbursement of expenses from CBK or the CBK Subsidiaries upon consummation of the transactions contemplated by this Agreement.
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Advisory Fees; Third Party Expenses. Except as set forth in Section 3.1.36 of the Normabec Disclosure Schedule and except for the accountants and lawyers of Normabec retained to negotiate, advance, carry out and complete the transactions contemplated herein, there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of Normabec, any Normabec Subsidiary or any of their respective directors, officers or shareholders who might be entitled to any fee, commission or reimbursement of expenses from Normabec or any Normabec Subsidiary upon consummation of the transactions contemplated by this Agreement. Section 3.1.36 of the Normabec Disclosure Schedule sets forth a reasonable estimate of all Third Party Expenses which are reasonably expected to be incurred by Normabec and the Normabec Subsidiaries in connection with the negotiation and implementation of the terms and conditions of this Agreement and the transactions contemplated hereby and Normabec agrees that it will not incur or agree to incur any expenses in excess of the estimated amounts set forth in Section 3.1.36 of the Disclosure Schedule without the consent of First Majestic, acting reasonably.
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Advisory Fees; Third Party Expenses. Except for the accountants, lawyers and investment bankers of ValGold retained to negotiate, advance, carry out and complete the transactions contemplated herein, there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of ValGold, or any of its directors, officers or shareholders who might be entitled to any fee, commission or reimbursement of expenses from ValGold upon consummation of the transactions contemplated by this Agreement. Schedule 3.1.32 of the ValGold Disclosure Letter sets forth an estimate of all legal, accounting, financial advisory and other fees expected to be incurred by ValGold in connection with this Agreement.
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Related to Advisory Fees; Third Party Expenses

  • Brokers; Third Party Expenses Except as set forth in Schedule 2.17 hereto, neither the Company nor any of its Subsidiaries has incurred, nor will it incur, directly or indirectly, any liability for brokerage, finders’ fees, agent’s commissions or any similar charges in connection with this Agreement or any transactions contemplated hereby.

  • Third Party Expenses All reasonable third party expenses incurred in providing the Additional Services will be billed to the Adviser, including, but not limited to, liquidity services fees, expenses related to security reference data, portfolio risk metrics, valuation leveling, and/or similar data provided by third party suppliers. For third party suppliers from which the Trust receives services as part of an existing ALPS relationship or agreement, the Adviser will be billed the amount attributable to the services the Trust received, calculated before application of any discount that ALPS may receive as part of its overall relationship with the supplier (if applicable). All expenses in which a third party supplier does not have an established relationship with ALPS will be billed to the Adviser as incurred.

  • Brokers' and Finders' Fees; Third Party Expenses Except as set forth in Section 2.21 of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby.

  • Company Expenses Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

  • Termination Fee; Expenses Except as provided in this ------------------------- Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In the event that (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter this Agreement is terminated by the Company either (I) pursuant to Section 7.1(b)(iii) hereof or, (II) if the Offer has remained open for at least 20 business days and the Minimum Condition has not been satisfied (and none of the events described in paragraphs (a), (b), (d) and (e) of Annex A shall have occurred so as to result in a condition to the Offer not being satisfied), pursuant to Section 7.1(b)(ii) hereof, and in the case of either clause (I) or (II) such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement (i) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent (in the case of a termination pursuant to Section 7.1(c)(ii), prior to or simultaneously with such termination, or in the case of a termination pursuant to Section 7.1(d)(ii), not later than one (1) business day after such termination, or in the case of a termination pursuant to Section 7.1(b)(ii) or 7.1(b)(iii), upon the consummation of such Takeover Proposal) a termination fee equal to $10 million in cash and shall reimburse Parent's out-of-pocket expenses, including attorneys' fees, related to this Agreement and the transactions contemplated hereby. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach, other than a willful or intentional breach, by Parent of its obligations hereunder, provided that no payment made by the Company pursuant to this Section 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Purchaser or of any rights of the Company in respect thereof.

  • Advisory Fees There is no investment banker, broker, finder or ------------- other intermediary or advisor that has been retained by or is authorized to act on behalf of Purchaser, who might be entitled to any fee, commission or reimbursement of expenses from Purchaser or its Affiliates or Associates, upon consummation of the transactions contemplated by this Agreement.

  • Termination Fee and Expenses (a) In the event that:

  • Reimbursable Expenses If the Compensation Table set forth in Attachment C of this Approved Service Order states that the City will reimburse the Consultant for expenses, then only the expenses identified in Subsection 10.5.3 of the Master Agreement are Reimbursable Expenses unless the following box is marked and additional reimbursable expenses are set forth: In addition to the expenses identified in Subsection 10.5.3 of the Master Agreement, the following expenses are Reimbursable Expenses: Additional Reimbursable Expense(s) Mark-up

  • Termination Fees and Expenses (a) The Company agrees that:

  • Fees; Expenses As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”)

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