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 ...
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Related to Certain Facility Closing Costs and Litigation Expenses

  • Closing Costs Seller will pay one-half of escrow fees, the cost of the title commitment and any brokerage commissions payable. The Buyer will pay the cost of issuing a Standard Owners Title Insurance Policy in the full amount of the purchase price, if Buyer shall decide to purchase the same. Buyer will pay all recording fees, one-half of the escrow fees, and the cost of an update to the Survey in Sellers possession (if an update is required by Buyer.) Each party will pay its own attorney's fees and costs to document and close this transaction.

  • 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 U-Haul on behalf of Owner hereunder if materials, supplies, insurance or services are purchased by U-Haul in quantity for use not only in connection with the Property but in connection with other properties owned or managed by U-Haul or its affiliates. U-Haul shall have the right to purchase such materials, supplies, insurance 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 greater than would otherwise be incurred at competitive prices and terms available in the area where the Property is located; and provided further, U-Haul shall give Owner access to records 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.

  • Litigation Expense In the event of a default under this Agreement, the defaulting party shall reimburse the nondefaulting party for all costs and expenses reasonably incurred by the nondefaulting party in connection with the default, including without limitation attorney's fees. Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this Agreement, the prevailing party or parties shall be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including without limitation reasonable attorney's fees at the trial level and on appeal.

  • Liquidation and Acquisition Expenses 1. 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 Expenses The Borrower agrees to pay or reimburse the Administrative Agent and the Lenders for all of their reasonable and documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of Xxxxxxx and Xxxxxx LLP, special counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the making of the Term Loan.

  • Indemnification Costs and Expenses (a) Borrower agrees to indemnify and hold harmless Lender and each manager, partner, director, officer, employee, agent, attorney and affiliate thereof (each such person, an “Indemnified Person”) from and against any and all Indemnified Liabilities; provided, that (i) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of that Indemnified Person, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) to the extent such Indemnified Liabilities resulted solely from disputes between or among Indemnified Persons, and (ii) no Credit Party shall be liable for any settlement of any claim or proceeding effected by any Indemnified Person without the prior written consent of such Credit Party (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there shall be a final judgment against an Indemnified Person, each of the Credit Parties shall indemnify and hold harmless such Indemnified Person from and against any loss or liability by reason of such settlement or judgment in the manner set forth in this Agreement.

  • 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.

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