Cooperation; Costs and Expenses Clause Samples

Cooperation; Costs and Expenses. In connection with any such sale, syndication, assignment or participation, each of the Borrower and each Guarantor further agrees that it shall be responsible for its own costs and expenses in connection with such transaction and that the Loan Documents and other related documents shall be sufficient evidence of the obligations of the Borrower and each Guarantor to each purchaser, assignee or participant and upon written request by the Agent, the Borrower and each Guarantor shall enter into such amendments or modifications to the Loan Documents and other related documents as may be reasonable required in order to evidence any such sale, syndication, assignment or participation.
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Cooperation; Costs and Expenses. Each Party shall provide all reasonably requested assistance to the other Party as may be required by such requesting Party where liaison between the Parties is, or may be, necessary to enable such Party to fulfill its responsibilities hereunder. Each Party shall be fully responsible for bearing all costs and expenses associated with its own submissions of information to, communications with, and seeking of Regulatory Approval for which and for so long as they have the responsibility pursuant to this Article 4, including, but not limited to, the costs of preparing and prosecuting applications for such Regulatory Approvals and fees payable to Regulatory Authorities in obtaining same.
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Cooperation; Costs and Expenses. Borrower shall comply with its obligations under this Article IX at no expense to Borrower, but at Lender’s expense (including, without limitation, Borrower’s reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses).
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Cooperation; Costs and Expenses. In connection with any such sale, syndication, assignment or participation, the Borrowers further agree that they shall be responsible for their own costs and expenses in connection with such transaction and that the Loan Documents and other related documents shall be sufficient evidence of the obligations of Borrowers to each purchaser, assignee or participant and upon written request by the Agent, the Borrowers shall enter into such amendments or modifications to the Loan Documents and other related documents as may be reasonably necessary or desirable in order to evidence any such sale, syndication, assignment or participation; provided that the Borrowers shall not be required to reimburse or otherwise be liable in any manner in respect of any fees, costs and expenses incurred by the Agent or any Lender in connection with any such sale, syndication, assignment or participation of any of the Term Loans.
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Cooperation; Costs and Expenses. ▇▇. ▇▇▇▇▇▇▇▇ shall execute and deliver to Philly Westshore all documentation required to perfect the transfer of the Transferred Trademarks in the trademark registry of the United States; provided, however, that ▇▇. ▇▇▇▇▇▇▇▇ shall not be required to incur any out-of-pocket expenses. Subject to the foregoing, Philly Westshore shall be responsible for preparation of all documentation required to perfect the transfer of the Trademark Registrations and shall pay all costs incurred in connection therewith. Each party shall execute and deliver to the other party any further documentation reasonably requested to effect or confirm the transfers and agreements contemplated by this Agreement.
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Cooperation; Costs and Expenses. After payment of the Purchase Price and upon the request of MIL, ▇▇▇▇▇▇▇▇ shall execute and deliver to MIL all documentation required to perfect the transfer of the Transferred Trademarks in the trademark registries in the Territory; provided, however, that ▇▇▇▇▇▇▇▇ shall not be required to incur any out-of-pocket expenses except as otherwise provided in this Paragraph 11. Subject to the foregoing, MIL shall be responsible for preparation of all documentation required to perfect the transfer of the Trademark Registrations (including documentation necessary to transfer the registrations from ▇▇▇▇▇▇▇▇'▇ predecessors in interest) and shall pay all costs incurred in connection therewith, except that ▇▇▇▇▇▇▇▇ shall reimburse MIL in an amount not to exceed US$50,000 for costs which are supported by adequate documentation and incurred by MIL solely in connection with preparing documentation and recording the transfer of the Trademark Registrations from ▇▇▇▇▇▇▇▇'▇ predecessors in interest to ▇▇▇▇▇▇▇▇ II, LLC, where such documentation and recording are required by the trademark registries of the countries included in the Territory. Each party shall execute and deliver to the other party any further documentation reasonably requested to effect or confirm the transfers and agreements contemplated by this Agreement.
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Cooperation; Costs and Expenses. In connection with any such sale, syndication, assignment or participation, Borrower further agrees that it shall be responsible for its own costs and expenses of legal counsel in connection with such transaction and that the Loan Documents and other related documents shall be sufficient evidence of the obligations of Borrower to each purchaser, assignee or participant and upon written request by the Agent, Borrower shall enter into such amendments or modifications to the Loan Documents and other related documents as may be reasonably necessary in order to evidence any such sale, syndication, assignment or participation; provided that Borrower shall not be required to execute any documents or instruments which would increase Borrower’s obligations, or decrease Borrower’s rights, under the Loan Documents.
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Cooperation; Costs and Expenses. (a) The Administrator and the Company shall cooperate with, and provide reasonable assistance to, each other in connection with the defense, settlement and resolution of Governmental Actions, Third-Party Actions and Routine Complaints. (b) If, due to a breach by the Administrator of its obligations under this Agreement, the internal costs and expenses incurred by the Company in the handling of Governmental Actions and Third Party Actions during any twelve month (12) period following the Closing Date are materially higher than such costs and expenses incurred by the Company during the twelve month (12) period immediately preceding the Closing Date, the parties hereto shall agree in good faith to increases to the Expense Allowance contemplated by Section 4.01 of the Amended and Restated Coinsurance Agreement (COLI and Remainder BOLI) for such 12-month period on a look-back basis to compensate the Company for such increased costs and expenses.
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Cooperation; Costs and Expenses. In connection with any such sale, syndication, assignment or participation, Borrower further agrees that it shall be responsible for its own costs and expenses in connection with such transaction and that the Loan Documents and other related documents shall be sufficient evidence of the obligations of Borrower to each purchaser, assignee or participant and upon written request by the Agent, Borrower shall enter into such amendments or modifications to the Loan Documents and other related documents as may be reasonably necessary or desirable in order to evidence any such sale, syndication, assignment or participation.
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Related to Cooperation; Costs and Expenses

  • 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.

  • 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.

  • 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.