Consent Costs Sample Clauses

Consent Costs. Bayer shall be solely responsible for obtaining the Biogen Consent and the consent required, if any, to assign the Fuji Contract. Subject to the foregoing, to the extent any other third party requires consideration in exchange for (a) a consent to be obtained by Bayer, as set forth on Schedule 7.4 or (b) a consent to be obtained by Purchaser, as set forth on Schedule 8.4, the payment of such consideration will be shared equally between Bayer and Purchaser except: (i) if such consideration to a third party was explicitly set forth as a requirement for a consent in the underlying Contractual Obligation with such third party or was known by the party to the Contractual Obligation as of the Execution Date, the cost of obtaining the consent will be borne solely by the party to the underlying Contractual Obligation; and (ii) if a third party requires a resolution of a dispute with respect to the underlying Contractual Obligation prior to providing a consent, the party to the Contractual Obligation is responsible for any and all costs associated with resolution of such dispute. With regard to consideration paid to a third party in exchange for a consent that is to be shared equally between Bayer and Purchaser, the party to the underlying Contractual Obligation that is required to use commercially reasonable efforts to obtain such consent pursuant to Section 9.3 will control the negotiations with such third party, but may only agree to an amount of consideration to be paid to such third party with the consent of the other party hereto, which consent will not be unreasonably withheld, conditioned or delayed.
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Consent Costs. Spectrum shall be solely responsible for obtaining the consent required, if any, to assign the Fuji Contract. Subject to the foregoing, to the extent any other third party requires consideration in exchange for (i) a consent to be obtained by Spectrum, as set forth on Schedule 7.4 or (ii) a consent to be obtained by Purchaser, as set forth on Schedule 8.4, the payment of such consideration will be shared equally between Spectrum and Purchaser except: a. if such consideration to a third party was explicitly set forth as a requirement for a consent in the underlying Contractual Obligation with such third party or was known by the party to the Contractual Obligation as of the Closing Date, the cost of obtaining the consent will be borne solely by the party to the underlying Contractual Obligation; and b. if a third party requires a resolution of a dispute with respect to the underlying Contractual Obligation prior to providing a consent, the party to the Contractual Obligation is responsible for any and all costs associated with resolution of such dispute. With regard to consideration paid to a third party in exchange for a consent that is to be shared equally between Spectrum and Purchaser, the party to the underlying Contractual Obligation that is required to use commercially reasonable efforts to obtain such consent will control the negotiations with such third party, but may only agree to an amount of consideration to be paid to such third party with the consent of the other party hereto, which consent will not be unreasonably withheld, conditioned or delayed. 4. CONSIDERATION.
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Consent Costs. Whenever in the Lease (including in the Exhibits attached to the Lease): (a) the consent or approval of Landlord or Tenant is required for an action, such consent or approval shall not be unreasonably withheld, conditioned or delayed; and (b) there is a reference to costs, expenses, fees or other charges (including, without limitation, attorneys’ fees and costs), such reference shall be deemed to be to reasonable, reasonably necessary and actual costs, expenses, fees and other charges, of which the party incurring such costs, expenses, fees or other charges has some reasonable documentation, record or evidence. With respect to attorneys’ fees, the same shall mean reasonable attorneys’ fees actually incurred at customary hourly rates. Except as expressly provided in this Lease, neither party shall be responsible to the other for indirect, special or consequential damages.
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Consent Costs. The costs of obtaining any Consent referred to in ------------- Section 5.4(e) shall be borne one-half by Parent and one-half by Purchaser, except that the costs of obtaining Consents in connection with the assignments and consents described in Section 6.2(l) shall be borne solely by Parent. All payments to third parties in connection with obtaining such Consents will be made by Parent to the extent payable prior to or as of the Closing Date and by Purchaser to the extent payable after the Closing Date, and, in each case, the party making such payment will promptly be reimbursed by the other party hereto for its reasonably documented share of such costs.
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Consent Costs. 4.2.7 Consent-Required Leased Real Property..............................4.2.7 Contracts......................................................1.2(a)(v) Direct Claim......................................................5.4(c) Employee.......................................................2.1.12(a) Employee Plan..................................................2.1.12(a) Environment....................................................2.1.14(d) Environmental Law..............................................2.1.14(d) Environmental Condition........................................2.1.14(d) ERISA..........................................................2.1.12(a) Estimated Purchase Price..........................................1.4(b) Estimated Net Worth Amount........................................1.4(b) Excluded Liabilities..............................................1.3(b) Excluded Assets...................................................1.2(b) Excluded Contracts...........................................1.3(b)(vii) Financial Statements............................................2.1.3(a) Former Employee................................................2.1.12(a) GAAP............................................................2.1.3(a) Governmental Entity................................................2.1.2
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Consent Costs. If the amount of Consent Costs exceed, in the aggregate, the amount set forth on Schedule 10.21, the per annum interest rate payable in respect of the Convertible Preferred Units set forth in the definition of “Class C Cash Distribution Amount” contained in the A&R Opco LPA shall be increased by twenty-five (25) basis points.
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Consent Costs. Whenever in the Lease (including in the Exhibits attached to the Lease and this Rider): (a) consent or approval is required for an action, such consent or approval shall not be unreasonably withheld, conditioned or delayed; and (b) there is a reference to costs, expenses, fees or other charges (including, without limitation, attorneys’ fees and costs), such reference shall be deemed to be to reasonable, reasonably necessary and actual costs, expenses, fees and other charges, of which the party incurring such costs, expenses, fees or other charges has some reasonable documentation, record or evidence.
Sample 1
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Related to Consent Costs

  • Amendment costs If (a) the Borrower requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 27.9 (Change of currency), the Borrower shall, within three Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

  • Construction Cost Budget The total cost to District of all elements of the Project designed or specified by the Architect, as adjusted at the end of each design phase in accordance with this Agreement. The Construction Cost Budget does not include the compensation of the Architect and the Architect’s Consultants, the cost of land, rights-of-way, financing or other costs which are the responsibility of the District, including construction management.

  • Development Costs Licensee shall be responsible for all of its costs and expenses in connection with the Development of, and obtaining and maintaining Regulatory Approvals for, the Licensed Products in the Field in the Territory.

  • Direct Costs The Contractor shall separately identify each item of deleted and added work associated with the change or other condition giving rise to entitlement to an equitable adjustment, including increases or decreases to unchanged work impacted by the change. For each item of work so identified, the Contractor shall propose for itself and, if applicable, its first two tiers of subcontractors, the following direct costs: (1) Material cost broken down by trade, supplier, material description, quantity of material units, and unit cost (including all manufacturing burden associated with material fabrication and cost of delivery to site, unless separately itemized); (2) Labor cost broken down by trade, employer, occupation, quantity of labor hours, and burdened hourly labor rate, together with itemization of applied labor burdens (exclusive of employer’s overhead, profit, and any labor cost burdens carried in employer’s overhead rate); (3) Cost of equipment required to perform the work, identified with material to be placed or operation to be performed; (4) Cost of preparation and/or revision to shop drawings and other submittals with detail set forth in paragraphs (e)(1) and (e)(2) of this clause; (5) Delivery costs, if not included in material unit costs; (6) Time-related costs not separately identified as direct costs, and not included in the Contractor’s or subcontractors’ overhead rates, as specified in paragraph

  • Construction Costs Under no circumstances shall the Consultant be liable for extra costs or other consequences due to unknown conditions or related to the failure of contractors to perform work in accordance with the plans and specifications. Consultant shall have no liability whatsoever for any costs arising out of the Client’s decision to obtain bids or proceed with construction before the Consultant has issued final, fully-approved plans and specifications. The Client acknowledges that all preliminary plans are subject to substantial revision until plans are fully approved and all permits obtained.

  • Operating Costs (a) Tenant shall maintain the Premises in their condition on the Effective Date at Tenant’s sole cost and expense. Landlord may inspect the Premises and, if Landlord reasonably determines that Tenant is not maintaining the Premises in their condition on the Effective Date, Landlord may provide Tenant with written notice of any such maintenance concern, and Tenant shall promptly make such repairs. If Tenant fails to complete such repairs within thirty (30) days of receipt of such notice, Landlord may undertake such repairs and Tenant shall be obligated to reimburse Landlord for its costs within ten (10) days of receipt of an invoice therefore. Landlord represents and warrants to Tenant that the exterior walls, foundation and roof of the Premises are in good working order on the Effective Date. Landlord will, at its cost, replace, restore, repair or maintain (as necessary) the roof until the first anniversary of the Commencement Date. Landlord will, at its cost, replace, restore, repair or maintain (as necessary) the exterior walls and foundation of the Premises until the fifth anniversary of the Commencement Date. Tenant shall be fully responsible for the replacement, restoration, repair and maintenance of the roof, exterior walls and foundation of the Premises thereafter. If Landlord fails to commence such repairs within thirty (30) days of receipt of any notice from Tenant, Tenant may undertake such repairs and Landlord shall be obligated to reimburse Tenant for its costs within ten (10) days of receipt of an invoice therefore; provided, however, that Tenant shall have no rights to offset or set off any such amounts against the Rent to be paid hereunder. If Landlord does not reimburse Tenant within ten (10) days from the date of notice, such charge shall bear interest at the rate of eighteen percent (18%) per annum until paid. Notwithstanding anything to the contrary herein contained (except for the provisions of paragraph 32 below), if Tenant makes any changes, additions or alterations to the roof of the Premises which involves penetration of the roof (other than those for telecommunications installations so long as the installation contractor has Landlord’s prior written approval which will not be unreasonably conditioned, delayed or denied), Landlord’s obligations to replace, restore, repair or maintain the roof shall cease. If Tenant undertakes any structural repairs in the Premises which impact, affect, or alter the walls or foundation of the Premises, Landlord’s obligation to replace, restore, repair or maintain that portion of the exterior walls and foundation of the Premises shall cease as of the date of such action by Tenant. Any Operating Costs that pertain to a period prior to or after the Lease Term will be pro rated between Landlord and Tenant in the proportion of the amount of the Lease Term that falls within the period to which the Operating Costs pertain. (b) Tenant shall pay all Operating Costs during the Lease Term.

  • Construction Contract; Cost Budget Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, then prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

  • Audit Costs In the event of an audit exception or exceptions related to the services provided pursuant to the terms and conditions of this Agreement, the party responsible for not meeting the requirements set forth herein shall be responsible for the deficiency and for the cost of the audit. If the allowable expenditures cannot be determined because CONTRACTOR’s documentation is nonexistent or inadequate, according to generally accepted accounting practices, the questionable cost shall be disallowed by COUNTY.

  • Additional Expenses to be inserted if applicable.

  • Limit on Operating Expenses The Advisor hereby agrees to limit the Fund’s current Operating Expenses to an annual rate, expressed as a percentage of the Fund’s average daily net assets for the month, to the amounts listed in Appendix A (the “Annual Limit”). In the event that the current Operating Expenses of the Fund, as accrued each month, exceed its Annual Limit, the Advisor will pay to the Fund, on a monthly basis, the excess expense within the first ten days of the month following the month in which such Operating Expenses were incurred (each payment, a “Fund Reimbursement Payment”).

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