Certain Facility Closing Costs and Litigation Expenses Sample Clauses

Certain Facility Closing Costs and Litigation Expenses. Newco shall manage and fund (i) all costs and expenses arising out of or related to the restructuring, wind-down or closing of certain facilities set forth on Section 3.2(a) of the Delta Disclosure Schedule and (ii) the costs and expenses (not including any costs related to the settlement or judgment in respect of such litigation) arising out of or related to the resolution of the litigation matter set forth on Section 3.2(b) of the Delta Disclosure Schedule (the matter described on Section 3.2(a)(i) of the Delta Disclosure Schedule, the “Delta Matter” and the matters described on Sections 3.2(a)(ii) and 3.2(b) of the Delta Disclosure Schedule, the “JLL Holdco Matters”). Promptly following the Section 3.2 Expiration Date, Newco shall calculate the aggregate costs and expenses incurred or reasonably expected to be incurred by Newco with respect to the Delta Matter (net of the proceeds received by Newco from the sale or other disposition of the facility described in Section 3.2(a)(i) of the Delta Disclosure Schedule) and the JLL Holdco Matters and shall adjust the principal amount of the Delta Note as follows: the adjustment to the principal amount of the Delta Note pursuant to this Section 3.2 shall be equal to the sum (whether a positive or negative number) of (I) such aggregate costs and expenses incurred or reasonably expected to be incurred by Newco with respect to the JLL Holdco Matters up to the “cap” applicable to such matters as set forth on Sections 3.2(a)(ii) and 3.2(b) of the Delta Disclosure Schedule less (II) such aggregate costs and expenses (excluding Severance Costs paid by Newco to Delta in accordance with Section 7.21(b)) incurred or reasonably expected to be incurred by Newco with respect to the Delta Matter up to the respective “cap” applicable to such matter as set forth on Section 3.2(a)(i) of the Delta Disclosure Schedule (net of the proceeds received by Newco from the sale or other disposition of the facility described in Section 3.2(a)(i) of the Delta Disclosure Schedule). If the foregoing is a positive amount, then Newco shall cause the Note Issuer to increase the principal amount of the Delta Note by such amount. If the foregoing is a negative amount, then Newco shall cause the Note Issuer to decrease the principal amount of the Delta Note by such amount. Notwithstanding the foregoing, in the event that the Cash Equivalents of Newco and its Subsidiaries, on a consolidated basis, and availability for borrowings under any revolving ...
Sample 1
AutoNDA by SimpleDocs

Related to Certain Facility Closing Costs and Litigation Expenses

  • Closing Costs The costs attributed to the Closing of the Property shall be the responsibility of ☐ Buyer ☐ Seller ☐ Both Parties. The fees and costs related to the Closing shall include but not be limited to a title search (including the abstract and any owner’s title policy), preparation of the deed, transfer taxes, recording fees, and any other costs by the title company that is in standard procedure with conducting the sale of a property.

  • Litigation Expenses If either party successfully seeks to enforce any provision of this Agreement or to collect any amount claimed to be due under it, this party will be entitled to reimbursement from the other party for any and all of its out-of-pocket expenses and costs including, without limitation, reasonable attorneys' fees and costs incurred in connection with the enforcement or collection.

  • Shared Expenses Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by Manager on behalf of Owner hereunder if materials, supplies, insurance or services are purchased by Manager in quantity for use not only in connection with Owner's business at the Property but in connection with other properties owned or managed by Manager or its affiliates. Manager shall have the right to purchase such materials, supplies, insurance (subject to the terms of this Agreement) and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses that are either inconsistent with the expenses of other "U-Haul branded" locations in the general vicinity of the applicable Property or greater than would otherwise be incurred at competitive prices and terms available in the area where the Property is located; and provided further, Manager shall give Owner access to records (at no cost to Owner) so Owner may review any such expenses incurred.

  • Sellers’ Costs and Expenses Except as may otherwise be provided in this Agreement, including Section 8.1, or in the Purchase Agreement, all expenses and costs incurred by the Sellers in connection with the performance of their obligations hereunder shall be the responsibility of, paid by and for the account of the Sellers.

  • PAYMENT OF CLOSING COSTS In addition to the costs set forth in Paragraphs 3.1 and 3.2, Purchaser and Seller shall each pay for one-half of the costs of the documentary or transfer stamps to be paid with reference to the "Deed" (hereinafter defined) and all other stamps, intangible, transfer, documentary, recording, sales tax and surtax imposed by law with reference to any other sale documents delivered in connection with the sale of the Property to Purchaser and all other charges of the Title Insurer in connection with this transaction.

  • Liquidation and Acquisition Expenses The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  • CLOSING COSTS AND ADJUSTMENTS All adjustments are made as of settlement date.

  • Closing Expenses Seller shall pay for the preparation of the Special Warranty Deed, such deed to substantially conform to the provisions of the deed attached hereto as Exhibit B and incorporated by this reference herein. Seller shall provide and pay for all other documents necessary to perform Seller's obligations under this Contract, its attorney’s fees and for the "Grantor’s Tax". Buyer shall pay for (a) recording the Deed and for preparation and recording of all instruments required to secure the balance of the Purchase Price unpaid at Closing, (b) all recordation and transfer taxes, other than the "Grantor's Tax," (c) its attorney’s fees, (d) all costs of a title examination, a title report, a title commitment and one or more title insurance policies, and (e) all other Closing costs, including without limitation, fees to the Settlement Agent.

  • Indemnification Costs and Expenses Section 5.01 Indemnification by Regency. Regency agrees to indemnify the Purchaser, Energy Transfer Equity, L.P., LE GP, LLC and their respective Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to (a) the breach of any of the representations, warranties or covenants of Regency contained herein, provided such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (whether or not such Purchaser Related Party is a primary defendant) (i) with respect to any breach of fiduciary duty (whether arising at law, in equity or by contract) or (ii) any violation of law or regulation by any Regency Related Party, in the case of (i) or (ii) in connection with the entry into this Agreement and the performance of the transactions contemplated hereby; provided, however, that no Purchaser Related Party shall be entitled to recover special, consequential or punitive damages with respect to claims pursuant to clause (a) of this Section 5.01. Notwithstanding anything to the contrary, consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnification.

  • Acquisition Expenses Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or development of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!