Allocation of Certain Expenses. Each Shareholder will, at the discretion of the Trustees, indemnify the Trust against all expenses and losses resulting from indebtedness incurred in connection with facilitating (i) requests pending receipt of the collected funds from investments sold on the date of such Shareholder’s redemption request; (ii) redemption requests from such Shareholder who has also notified the Trust of its intention to deposit funds in its accounts on the date of said redemption request; or (iii) the purchase of investments pending receipt of collected funds from such Shareholder who has notified the Trust of its intention to deposit funds in its accounts on the date of the purchase of the investments.
Allocation of Certain Expenses. (a) In addition to the payment of all compensation provided under Section 3.1 or Section 3.2, as applicable, each Recipient shall reimburse the applicable Provider for all reasonable out-of-pocket costs and expenses directly or indirectly incurred by such Provider or its Affiliates in connection with providing the applicable services hereunder (including all reasonable travel-related expenses) to the extent that such costs and expenses are not reflected in the compensation for such services on Schedule A or Schedule B, as applicable; provided, however, any such costs and expenses expected to exceed $1,000 per month (other than routine business travel and related expenses) that are not consistent with the historical practice between the Parties for any individual service shall require advance approval of the applicable Recipient. Any travel-related expenses incurred by a Provider in performing the applicable services hereunder shall be incurred and charged to the applicable Recipient in accordance with such Provider’s then applicable business travel policies.
(b) In the event that a Recipient terminates any individual service as contemplated by Section 4.2 earlier than the expiration of the Initial Term or the Renewal Term, if applicable, such Recipient shall reimburse the applicable Provider for any and all out-of-pocket costs and expenses directly or indirectly incurred by such Provider or any of its Affiliates as a result of such early termination by such Recipient, including early termination fees and other costs incurred in order to terminate or reduce the level of services provided by Third Parties under Contracts with a Provider or any of its Affiliates, which services are affected by such early termination, and increased or additional costs associated with continuing any other services, such reimbursement to be due and payable within five Business Days following such Recipient’s receipt of any invoice from such Provider with respect to such costs and expenses.
Allocation of Certain Expenses. (a) All Allocable Expenses (as defined below) shall be prorated between pre-Closing and post-Closing periods, and between the Seller and the Buyer, based on the number of days elapsed, unless it is otherwise evident on the face of an invoice or xxxx that a particular item, service or expense is specifically attributable to a period before or after the Closing. Allocation and settlement of all Allocable Expenses paid by the parties shall be made within sixty (60) days following the Closing Date.
Allocation of Certain Expenses. Notwithstanding anything in this Agreement to the contrary, MSG Entertainment and Spinco shall share certain specified litigation costs, expenses, insurance proceeds and other recoveries as described in Schedule F.
Allocation of Certain Expenses. (i) In respect of software applications which are resident in the Xxxxxxx Entities while they are affiliates of the Xxxxxx Entities, Xxxxxxx shall bear the costs and expenses of obtaining any and all licenses for such software applications for Xxxxxxx.
(ii) Xxxxxx and Xxxxxxx cooperate in good faith to minimize the costs and expenses to be incurred pursuant to this Section 3.5(a).
(b) Xxxxxx and Xxxxxxx shall each bear the costs and expenses of obtaining any and all consents from third parties which may be necessary in connection with the other party’s provision of services to the Recipient hereunder.
Allocation of Certain Expenses. To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any registration hereunder shall pay those Registration Expenses allocable to the registration of such holder's securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of the securities to be so registered.
Allocation of Certain Expenses. (a) (i) In respect of software applications which are resident in the Spinco Entities while they are affiliates of the Xxxxxx Entities, Spinco shall bear the costs and expenses of obtaining any and all licenses for such software applications for Spinco.
(ii) Xxxxxx and Spinco shall cooperate in good faith to minimize the costs and expenses to be incurred pursuant to this Section 3.5(a).
(b) Xxxxxx and Spinco shall each bear the costs and expenses of obtaining any and all consents from third parties which may be necessary in connection with the other party’s provision of services to the Recipient hereunder.
Allocation of Certain Expenses. Notwithstanding anything to the contrary herein or in the Schedules hereto, the Parties agree that the Seller Entities shall pay any costs and expenses, in an amount of up to $400,000 in the aggregate, incurred during the Initial Term (as defined in Section 4.1) in connection with obtaining any and all consents from third party vendors set forth in Schedule C hereto which may be necessary in connection with the Services hereunder and which relate to services set forth in Schedule C hereto, and L-3 shall pay any such costs and expenses in excess of $400,000 in the aggregate which are reasonably incurred to obtain any such consents; provided, however, that the Seller Entities shall provide L-3 with reasonable notice before any such costs and expenses related to such consents are incurred which would exceed $425,000 in the aggregate, which notice shall be deemed reasonable if it permits L-3 to make reasonable alternative arrangements with regard to such Services. Other than for those services set forth in Schedule C which are provided by the vendors set forth therein, the Seller Entities shall pay all costs and expenses incurred in connection with obtaining any and all consents from third parties which may be necessary, in connection with the provision of Seller Provided Services hereunder during the Initial Term. L-3 shall pay all costs and expenses incurred in connection with obtaining any and all consents from third parties which may be necessary in connection with the provision of (i) Purchaser Provided Services hereunder during the Initial Term and (ii) Services which are provided hereunder after the expiration of the Initial Term; provided, however, that if the Purchaser Entities cannot transition the Services in accordance with the terms of Section 5.3 due to material lack of cooperation on the part of the Seller Entities, L-3 shall not be liable for the payment of any cost and expenses incurred in connection with obtaining any such consents. The Parties agree that they shall use reasonable best efforts and work in good faith to minimize any cost and expenses incurred in connection with the obtaining of the consents described in this Section 3.4.
Allocation of Certain Expenses. (a) Each Provider shall bear the costs and expenses of obtaining any and all consents from third parties which may be necessary in connection with such Provider’s performance of its obligations hereunder, including, with respect to the obligations of the WABCO Entities acting in their capacity as Providers, the costs of obtaining the consent to the assignment of all leases of equipment and licenses of software which may be necessary to provide the services contemplated hereby.
(b) In addition to the payment of all compensation provided under Section 3.1 or Section 3.2, as applicable, Recipient shall reimburse Provider for all reasonable out-of-pocket costs and expenses incurred by Provider or its Affiliates in connection with providing the applicable services hereunder (including all travel-related expenses) to the extent that such costs and expenses are not reflected in the compensation for such services on Schedule A or Schedule B, as applicable; provided, however, any such expenses exceeding $ per month (other than routine business travel and related expenses) shall require advance approval of Recipient. Any travel-related expenses incurred by Provider in performing the applicable services hereunder shall be incurred and charged to Recipient in accordance with Provider’s then applicable business travel policies.
(c) In the event that Recipient terminates any individual service as contemplated by Section 4.2 earlier than the expiration of the Initial Term or the Renewal Term, if applicable, Recipient shall reimburse Provider for any and all costs and expenses incurred by Provider or any of its subsidiaries as a result of such early termination by Recipient, including incremental early termination fees and other costs incurred in order to terminate or reduce the level of services provided by third parties under Contracts with Recipient or any of its subsidiaries, which services are affected by such early termination, such reimbursement to be due and payable within five business days following Recipient’s receipt of any invoice from Provider with respect to such costs and expenses.
Allocation of Certain Expenses. Each Participant will, at the discretion of the Commission, indemnify the Commission against all expenses and losses resulting from indebtedness incurred on that Participant’s behalf under Section 4.2(iv)(b) or (c) hereof. Each Participant authorizes the Commission to reduce its Shares to the number of Shares which reflects that Participant’s proportionate interest in the net assets of the Fund after allocation of those expenses and losses to it.
