Compensation Costs and Expenses Sample Clauses

Compensation Costs and Expenses. 16 5.1 Compensation.................................... 16 5.2
Sample 1
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Compensation Costs and Expenses. In consideration for the Secondee's services to Acorn during the Secondment Period, Acorn will pay CoaLogix $24,778.73 per month during the Secondment Period, with each monthly payment to be paid to CoaLogix within five days following the end of the month with respect to which the payment relates. Acorn will also determine, in its sole discretion, the amount of the Secondee's 2011 bonus attributable to the Secondee's services for Acorn (the “Acorn 2011 Bonus”), and Coalogix shall pay such bonus to the Secondee pursuant to the Amended and Restated Employment Agreement at the time following the end of calendar year 2011 directed by Acorn, which shall in no event be later than March 1, 2012. Acorn shall reimburse Coalogix for such bonus payment within five days after the payment of such bonus to Secondee. In addition, Acorn will reimburse CoaLogix for any expenses for which the Secondee is entitled to reimbursement pursuant to Section 3(f) of the Amended and Restated Employment Agreement that relate to the Secondee's services for Acorn, with such reimbursement to be paid to CoaLogix with the monthly payment due for the month following the month that includes the date the applicable expense is incurred.
Sample 1
Compensation Costs and Expenses. Acorn will reimburse CoaLogix for Secondee’s salary, benefits, vacation, training, expenses (not project related), other than bonus amounts as provided below, based on the allocation of time spent by Secondee in performing services for Acorn and CoaLogix. The initial allocation of compensation costs and expenses is that fifty (50) percent of Secondee’s compensation costs and expenses will be allocated to Acorn which will reimburse this amount to CoaLogix. This allocation will be adjusted every six (6) months based on the services provided in the previous six (6) months as agreed by the CEOs of Acorn and CoaLogix and if not agreed, will be determined by the Board of Directors of CoaLogix. The CEO of Acorn and Acorn’s Board of Directors will set the bonus schedule for Secondee for services performed by Acorn, with the target amount being fixed at 30% of the amount of Secondee’s base salary that is allocated to Acorn. The terms will be set at the beginning of the year with the allocation of the bonus cost to Acorn to be based on the amount of service to Acorn in the prior 12 months. For the first year, the allocation will be set at fifty (50) percent and Acorn shall reimburse CoaLogix for the Secondee bonus expense allocable to Acorn. Under the Employment Agreement, either party has the right to terminate the Secondee from employment. In the event of an Involuntary Termination of employment, as defined in the Employment Agreement, if only one party initiates the Involuntary Termination and the other party does not agree to take full responsibility for the Secondee’s compensation costs and expenses, the party initiating the Involuntary Termination shall be solely responsible for all severance due and any other costs under the Employment Agreement. If that party is Acorn, it shall reimburse CoaLogix for any severance and other costs incurred by CoaLogix in connection with the Involuntary Termination. If both parties agree to the Involuntary Termination, the severance and other costs shall be allocated based upon the services provided by Secondee in the prior twelve (12) months and Acorn shall reimburse CoaLogix for its allocated shares of such severance and other costs. Costs and expenses for specific projects undertaken by Secondee on behalf of either party will be paid for by the party receiving the services and Acorn shall reimburse CoaLogix for any such costs and expenses paid by CoaLogix on specific projects of Acorn.
Sample 1
Compensation Costs and Expenses. 5.1 COMPENSATION.................................................. 5.2
Sample 1
Compensation Costs and Expenses. You shall promptly pay the compensation as and when specified in the order. i. Where services are provided on a time and materials basis: (1) the hourly fees payable for the services plus the related costs and expenses shall be as specified in the order; and (2) NST shall invoice monthly in arrears with detail regarding all costs, expenses, and other charges. ii. Where services or other items are provided for a fixed price, the total amount shall be as specified in the order plus, if specified in the order, additional costs, expenses, and other charges, all of which shall be invoiced as specified in the order.
Sample 1
Compensation Costs and Expenses. The Trustee shall be entitled to a reasonable fee and expenses for its services as Trustee hereunder as provided in a separate fee agreement by and between the Trustee and Trustor. The Trustor shall reimburse the Trustee for all reasonable out-of-pocket expenses incurred by the Trustee in performance of its duties under this Trust Agreement, including, but not limited to, taxes, fees, commissions and other expenses relating to (i) the issuance of the Trust Shares to the Trust, (ii) the mailing of notices, forms of election and information, (iii) the making of dividend and other distribution payments, and (iv) all filings of United States federal, state, local and foreign tax returns required to be filed by the Trust.
Sample 1
Compensation Costs and Expenses. USSI will reimburse GDS for 40% of the cost of Secondee's salary, benefits, vacation, non-allocable expenses (as described below), and Employer Contributions, other than GDS bonus amounts as provided in the Employment Agreement or otherwise paid by GDS in its discretion. USSI will compute and reimburse GDS for Secondee's bonus, if any, payable to him as USSI's Chief Financial Officer (plus any required Employer Contributions attributable thereto). As used herein, non-allocable expenses means professional dues, rental car reimbursement related to his relocation to California and other amounts pertaining generally to his employment status. Each of USSI and GDS shall be solely responsible to pay, or to reimburse Secondee for, expenses solely attributable to his duties for each of them, such as travel.
Sample 1
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Compensation Costs and Expenses. (a) In consideration for the services rendered by Consultant to the Company pursuant to this Agreement, upon the closing of each Financing, the Company shall pay to Consultant a cash financing fee (the “Financing Fee”) equal to seven percent (7%) of the gross proceeds in such Financing (before any deductions for expenses, fees or otherwise), which will be payable from the proceeds of the Financing. Gross proceeds shall include the amount of any bridge loans of an acquisition target that is converted into equity in connection with a Financing, provided that Consultant assisted in the target’s procurement of such bridge loans. Securities acquired or otherwise received by financing sources (“Investors”) are referred to as “Securities.” In addition, the Company shall issue to Consultant and/or its designees warrants (the “Warrants”) to purchase such number of shares of the common stock of the Company equal to ten (10%) of the aggregate number of shares of common stock purchased by the Investors. The Warrants shall be purchased for a nominal sum and shall be exercisable for a period of five years from the date of Closing with an exercise price per share equal to the effective per share price paid by the Investors for the Securities. The terms of the Warrants shall be set forth in one or more agreements (the “Warrant Agreements”) in form and substance reasonably satisfactory to Consultant and the Company. The Warrant Agreements shall contain customary terms, including without limitation, provisions for cashless exercise, change of control, antidilution, and customary demand and piggyback registration rights. For the purposes of this Agreement, the term “Financing” shall mean any debt financing or equity investment in the Company or any combination thereof. (b) For the purpose of this Agreement, “Transaction” shall mean merger, business combination or reorganization, acquisition and/or purchase of all or substantially all of the securities or stock or assets of another company, or any similar transaction or combination thereof. (c) Consultant shall not be entitled to reimbursement of any business expenses or other obligations, which he may incur unless such expenses or obligations are specifically preapproved in writing by the Company. Notwithstanding the foregoing to the contrary, in the event that a Transaction and Financing is consummated, the Company shall reimburse Consultant for all reasonable fees and disbursements of Consultant’s outside counsel and Consu...
Sample 1
Compensation Costs and Expenses 
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Related to Compensation Costs and Expenses

  • 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.

  • Compensation; Allocation of Costs and Expenses (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

  • Costs and Expenses The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

  • Attorneys’ Fees, Costs and Expenses In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

  • Other Costs and Expenses Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

  • 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.

  • Compensation; Payment of Fees and Expenses As compensation for the performance of the Administrator’s obligations under this Agreement, the Administrator shall be entitled to receive $2,500 annually, which shall be solely an obligation of the Servicer; provided, however, notwithstanding the foregoing, such compensation shall in no event exceed the Servicing Fee for the related annual period. The Administrator shall pay all expenses incurred by it in connection with its activities hereunder.

  • Fees, Costs and Expenses All fees, costs and expenses (including attorneys’ fees and expenses) incurred by any party hereto in connection with the preparation, negotiation and execution of this Agreement and the exhibits and schedules hereto and the consummation of the transactions contemplated hereby and thereby shall be the sole and exclusive responsibility of such party. In addition, the Company will pay the costs associated with any filings with, or compliance with any of the requirements of any governmental authorities.

  • COMPENSATION; EXPENSES (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

  • Compensation and Expenses (a) In consideration of AFD’s services hereunder, the Fund agrees to pay AFD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and (iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee"). (b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement. (c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.

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