Class Counsel’s Fees and Expenses Sample Clauses

Class Counsel’s Fees and Expenses. Settling Defendants shall pay Class Counsel’s fees and costs, in an amount determined by the Court (the “Fees Award”). Plaintiffs and Settling Defendants have agreed to their respective shares of Class Counsel’s Fees Award. Each Settling Defendant shall be responsible only for the following share of Class Counsel’s Fees Award: Titeflex shall be responsible for payment of a Fees Award not to exceed $11,611,111.00; OmegaFlex shall be responsible for a payment of a Fees Award not to exceed $10,200,000.00; Xxxx shall be responsible for payment of a Fees Award not to exceed $6,333,334.00; and Parker Hannifin shall be responsible for payment of a Fees Award not to exceed $1,055,555.00. In no event shall any Settling Defendant be responsible for paying Class Counsel’s attorneys’ fees and costs in excess of these specified shares. Class Counsel shall petition the Court to determine the amount of the Fees Award from the Settling Defendants in amounts not to exceed the above-specified shares. Settling Defendants agree not to object to Class Counsel’s petition for such Fees Award. Within twenty-one (21) business days after the entry of Final Judgment by the trial court, each Settling Defendant shall place its share of the Fees Award in a separate interest-bearing account. Within ten (10) business days after the Effective Date, each Settling Defendant shall transfer its respective share of the Fees Award plus all accrued interest by wire transfer to an account designated in writing and signed by all Class Counsel. In the event that all Class Counsel cannot agree on the designation of the account, each Settling Defendant shall deposit its share of the Fees Award into an account designated by the Court. Payment of the Fees Award as described above shall constitute full satisfaction of Settling Defendants’ obligation to pay any amounts to any person, attorney or law firm for attorneys’ fees, expenses or costs in the Action incurred by any attorney on behalf of Class Representatives and the Class, and shall relieve Settling Defendants of any other claims or liability to any attorney or law firm for any attorneys’ fees, expenses or costs to which any of them may claim to be entitled for representation of Class Representatives and the Class. Upon payment of the Fees Award, Class Counsel release the paying Settling Defendant from any and all claims resulting from this litigation or the distribution of the Fees Award.
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Class Counsel’s Fees and Expenses. “Class Counsels’ Fees and Expenses” means the reasonable attorneys’ fees and expenses of Class Counsel that they will apply for to be paid from the Settlement Fund, subject to approval of the Court.
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Class Counsel’s Fees and Expenses. 55. No later than thirty (30) days prior to the Objection Deadline, Class Counsel may make written application to the Court for a Fee Award of up to one-third of the Settlement Fund. RGS agrees not to oppose such application in an amount not to exceed one-third of the Settlement Fund. The Parties agree that the Court (and only the Court) shall determine the final amount of the Fee Award in this Action.
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Class Counsel’s Fees and Expenses. Class Counsel may move the Court for an attorney fee award of no more than $1,027,903.48, representing twenty-five percent of the Settlement Fund (“Class Counsel’s Fees”). ABM agrees not to oppose Class Counsel’s request for this amount of Class Counsel’s Fees. This one quarter (1/4) figure is used for ease of calculation purposes and does not represent a contingent-fee recovery; instead, the one quarter (1/4) figure is awarded in lieu of the lodestar and/or other statutory fee-shifting attorney fees to which Class Counsel asserts he would otherwise be entitled under a successful resolution of the underlying claims against ABM via litigation. Any Class Counsel’s Fees awarded will be distributed contemporaneously with the distribution of the Settlement Fund payments. In the event that the Court orders a Class Counsel’s Fees award of less than the requested amount, (a) that occurrence shall have no bearing on the validity or enforceability of this Settlement Agreement, and
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Class Counsel’s Fees and Expenses. No later than thirty (30) days prior to the Objection Deadline, Class Counsel may make written application to the Court for a Fee Award of up to one-third of the Settlement Fund. Xx. Xxxxxx agrees not to oppose such application in an amount not to exceed one-third of the Settlement Fund. The Parties agree that the Court (and only the Court) shall determine the final amount of the Fee Award in this Action, which shall be paid from the Settlement Fund.
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Class Counsel’s Fees and Expenses. Class Counsel shall submit an application to the Court for approval of Class Counsel’s fees, costs, and expenses incurred in litigating this Action (“Class Counsel’s Fees and Expenses”). Class Counsel agrees it shall request the Court approve no more than one-third (1/3) of the Total Settlement Fund, for Class Counsel’s Fees and Expenses. As set forth above, Class Counsel’s Fees and Expenses shall come exclusively from the Total Settlement Fund and shall be subject to approval by the Court. The Parties agree approval by the Court of the requested Class Counsel’s Fees and Expenses is not a material condition of this Settlement Agreement, and the reduction or modification of such requested fees and expenses shall not be sufficient bases to rescind the Settlement Agreement.
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Class Counsel’s Fees and Expenses 
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Related to Class Counsel’s Fees and Expenses

  • Legal Fees and Expenses The parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement.

  • Costs, Fees and Expenses Except as otherwise specifically provided herein, each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement, including without limitation any fees and disbursements to its accountants and counsel; provided, that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys' fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance herewith.

  • Directors’ Fees and Expenses All compensation of directors, other than those affiliated with the Manager, and all expenses incurred in connection with their service;

  • Payment of Fees and Expenses Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

  • Other Fees and Expenses Borrower shall pay to Agent, for its own account, all charges for returned items and all other bank charges incurred by Agent, as well as Agent's standard wire transfer charges for each wire transfer made under this Agreement.

  • Trustee's Fees and Expenses The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

  • Certain Fees and Expenses (a) Provided that the Fund is not in material breach of its obligations under this Agreement, if the Merger is not consummated for failure of the condition to Closing contained in Section 7.1(f) to be satisfied and, as a result of such failure, CNLRP is obligated to pay the Company a break-up fee pursuant to the terms of the CNLRP Merger Agreement, the Company shall pay to the Fund as follows: (i) if the Fund has waived the condition to Closing contained in Section 7.1(f) and elected to proceed with the Merger, the Company shall pay to the Fund an amount equal to $8,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration; and (ii) if the Fund has not waived the condition to Closing contained in Section 7.1(f) and the Merger is not consummated, the Company shall pay to the Fund an amount equal to $5,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (b) If this Agreement shall be terminated by the Fund pursuant to Section 8.1(k), the Fund thereupon shall pay to the Company an amount equal to the lesser of (i) 4.0% of the value of the Merger Consideration; and (ii) $20,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (c) If this Agreement shall be terminated by the Company pursuant to Section 8.1(l), the Company shall pay to the Fund an amount equal to the lesser of (i) 4.0% of the value of the Merger Consideration; and (ii) $20,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (d) If this Agreement shall be terminated by the Company pursuant to Section 8.1(n) or by the Fund or the Company on or after June 30, 2005, and as of the date of termination the Transaction Financing Commitment Letter has not been received by the Company, the Company shall pay to the Fund an amount equal to $3,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (e) The payment of the amounts pursuant to this Section 8.4 shall be full compensation for the loss suffered by the Company or the Fund (as applicable) as a result of the failure of the Merger to be consummated (including, without limitation, opportunity costs and out-of-pocket costs and expenses) and to avoid the difficulty of determining damages under the circumstances. Any amount owed by the Company or the Fund pursuant to this Section 8.4 shall be paid by the Company to the Fund or the Fund to the Company (as applicable) in immediately available funds within two (2) business days after the date the event giving rise to the obligation to make such payment occurred. The Company and the Fund each acknowledge that the agreements contained in this Section 8.4 are integral parts of this Agreement; accordingly, if the Fund or the Company (as applicable) fails to promptly pay any amount owed pursuant to this Section 8.4 and, in order to obtain payment, the Fund or the Company (as applicable) commences a suit which results in a judgment against the other for any amounts owed pursuant to this Section 8.4, the losing party shall pay to the prevailing party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount owed at the prime rate of Bank of America, N.A. Payment of the fees described in this Section 8.4 shall not be in lieu of damages incurred in the event of breach of this Agreement.

  • Attorneys’ Fees and Expenses Evidence that the costs and expenses (including reasonable attorneys’ fees) referred to in Section 12.1, to the extent invoiced, shall have been paid in full by Borrower;

  • Custodian's Fees and Expenses (a) The Depositor, Designated Beneficiary and Responsible Individual agree that the Custodian shall be entitled to receive any and all fees specified in the Custodian's current published fee schedule for establishing and maintaining this Xxxxxxxxx ESA, including, but not limited to, any fees for distributions from, transfers from, and terminations of this Xxxxxxxxx ESA. The Custodian may change its fee schedule at any time by giving the Designated Beneficiary (or Responsible Individual) 30 days prior written notice. (b) The Depositor, Designated Beneficiary and Responsible Individual agree that the Custodian shall be entitled to reimbursement for any expenses incurred by the Custodian in the performance of its duties in connection with the account. Such expenses include, but are not limited to, administrative expenses, such as legal and accounting fees, and any taxes of any kind whatsoever that may be levied or assessed with respect to such account. (c) All such fees, taxes, and other administrative expenses charged to the account shall be collected either from the assets in the account or from any contributions to or distributions from such account if not paid by the Depositor, Designated Beneficiary or Responsible Individual, but the Depositor, Designated Beneficiary and Responsible Individual shall be responsible for any deficiency. (d) In the event that for any reason the Custodian is not certain as to who is entitled to receive all or part of the Custodial Funds, the Custodian reserves the right to withhold any payment from the Custodial Account, to request a court ruling to determine the disposition of the Custodial assets, and to charge the Custodial Account for any expenses incurred in obtaining such legal determination.

  • Reimbursement of Fees and Expenses The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement under the same terms and conditions as it is permitted to receive reimbursement of reductions of its investment management fee under the Investment Advisory Agreement.

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