Costs and Expenses of Sale Sample Clauses

Costs and Expenses of Sale. 7.1.1. Seller will be responsible for its own costs, fees and expenses and the costs, fees and expenses of each other Seller Related Person and Buyer will be responsible for its own costs, fees and expenses and the costs, fees and expenses of each other Buyer Related Person relating, in each case, to the negotiation, documentation and closing of the Sale Documents and the transactions contemplated by the Sale Documents, including their respective due diligence.
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Costs and Expenses of Sale. Seller and Buyer shall pay their own expenses incurred in connection with this Agreement and the transactions contemplated hereby, including without limitation, attorneys' and accountants' fees and costs. Seller and Buyer shall each pay fifty percent (50%) of the sales and use taxes arising from the sale of the Assets.
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Costs and Expenses of Sale. Each Party will pay its own costs, charges and expenses in connection with the negotiation, preparation, execution and implementation of this Agreement.
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Costs and Expenses of Sale. All costs and expenses of the sale shall be borne by the party incurring the same.
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Costs and Expenses of Sale. Except as otherwise expressly set forth in this Sale Agreement, BUYER and SELLER will each pay its own costs and expenses (including the fees and expenses of its own legal, tax, or other advisers) incurred in connection with the sale and purchase of the Aircraft, including, without limitation, any costs and expenses incurred in reviewing, negotiating and documenting this Sale Agreement; provided, however, that in the event that the Sale Location is other than the Delivery Location and the Aircraft must be ferried for Delivery to a location other than Jacksonville, Florida, BUYER and SELLER shall share equally the direct costs of any deviation from a flight plan from the Delivery Location to Jacksonville, Florida, which costs may include, without limitation, fuel, landing fees, and the temporary registration of the Aircraft by SELLER in order to ferry the Aircraft to an acceptable jurisdiction to complete the Sale. For the avoidance of doubt, (i) SELLER agrees to pay all costs and expenses related to the deregistration of the Aircraft in the name of SunExpress in Turkey, and BUYER agrees to pay all costs and expenses related to the subsequent registration the Aircraft in the name of BUYER in the jurisdiction of BUYER's choice, and (ii) the provisions of this Article 8.1 do not apply to any taxes relating to the sale of the Aircraft which are specifically addressed in Article 8.2.
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Costs and Expenses of Sale. (a) SELLER shall be responsible for paying SELLER's broker fees to Wentworth & Associates for services in connection with the sale and transfer of ownership of the Aircraft which shall be payable out of the proceeds of the sale. (b) SELLER shall also be responsible for all fees and expenses of SELLER's counsel in connection with the negotiation, execution, closing, delivery, amendment, and enforcement of this Agreement. (c) BUYER shall be responsible for paying BUYER's broker's fees and all fees and expenses of BUYER's counsel in connection with the negotiation, execution, closing, delivery, amendment, and enforcement of this Agreement. (d) BUYER and SELLER agree to share equally all FAA recording fees and all Escrow Agent fees and costs in connection with the filing of documents with the FAA upon closing of the purchase and sale of the Aircraft; provided, however, that the purchase of a policy of title insurance or the obtaining of a legal opinion of counsel as to title is solely a matter of BUYER's discretion and any premium or other costs associated with the procurement of such a policy or opinion of counsel shall be at BUYER's sole cost and expense. They agreed to pay.
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Costs and Expenses of Sale. (a) Except as expressly provided in this Sale Agreement, each party shall bear its own fees, costs and expenses in connection with the preparation, negotiation and completion of this Sale Agreement and the other Operative Documents (including the fees and expenses of its own legal, tax or other advisors). (b) Except as expressly provided in this Sale Agreement or in the Lease Assignment, each of SELLER and BUYER agrees to pay 50% of (i) all reimbursable costs and expenses of the Lessees submitted in connection with the Lease Assignments, (ii) all costs and expenses payable in connection with any registration or re-registration of an Aircraft effected in consequence of any transaction contemplated hereby (including, without limitation, filing and legal fees for all lien searches and filings under the Cape Town Convention), (iii) all Change in Law Restructuring Costs and (iv) filing fees with respect to any necessary filings required by Competition Laws. (c) BUYER shall be solely responsible for any costs or expenses incurred in connection with BUYER’s financing of its purchase of any Aircraft or perfecting BUYER’s lender’s security interest in any Aircraft or Lease, including Lessee’s costs and expenses (including attorneys’ fees) incurred in reviewing or negotiating lenders’ or lenders’ agent’s notices, consents, guarantees, security agreements, mortgages, insurance, indemnity, other contractual provisions, filings or other actions, in each case required by any BUYER’s lender or necessary to perfect or establish priority of any such lenders’ security interest in the Aircraft. (d) BUYER shall be solely responsible for any costs or expenses incurred in connection with BUYER’s establishment of any entity for purposes of owning or leasing any Aircraft. (e) For the avoidance of doubt, the provisions of this Article 8.1 do not apply to any Taxes relating to the sale of the Aircraft. All such Taxes are specifically addressed in Article 8.2.
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Costs and Expenses of Sale. Buyer will pay 50% of all fees due to Rxxxxxx Xxxxx up to a maximum aggregate fee of $575,000 (i.e., Buyer will pay a maximum of $287,500). Seller will pay the remainder of all fees due to Rxxxxxx Xxxxx. Seller and Buyer agree to use good faith efforts to negotiate with Rxxxxxx Xxxxx a reduction of such fees. Seller and Buyer will each pay one-half of all transfer taxes due in connection with this transaction and Escrow Holder's fees and costs. If, as a result of no fault of Buyer or Seller, the Close of Escrow fails to occur, the parties shall share equally all of the fees and charges pertaining to the Escrow. If the Close of Escrow fails to occur as a result of a party's default hereunder, the defaulting party will be responsible for all fees and charges pertaining to the Escrow. Seller hereby acknowledges that it is solely responsible for the payment of all costs associated with previous efforts by Seller to market or sell Seller's Partnership Interest and/or the Partnership Property.
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Related to Costs and Expenses of Sale

  • Expenses of Sale Except as otherwise specifically provided herein, each Party to this Agreement shall pay its own expenses (including without limitation, the fees and expenses of their respective agents, representatives, counsel and accountants) with respect to the negotiation, execution and the delivery of this Agreement and the consummation of the transactions under this Agreement.

  • 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.

  • 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.

  • Certain Costs and Expenses The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

  • 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.

  • Payment of Costs and Expenses The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

  • Indemnification for Costs, Charges and Expenses of Successful Party Notwithstanding any limitations of Sections 3(c), 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

  • Allocation of Costs and Expenses The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Co-Advisor for any such costs and expenses that have been paid by the Co-Advisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) organizational expenses relating to borrowings and offerings of the Company’s securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of effecting sales and repurchases of any securities of the Company; (c) expenses incurred by the Co-Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (d) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (e) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (f) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary’s investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (g) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (h) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (i) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Co-Advisor and any custodian or other agent engaged by the Company (j) all costs associated with the provision of information technology services; (k) federal and any state registration or notification fees; (l) the costs of preparing, printing and mailing reports and other communications, including shareholder reports and notices or similar materials, to shareholders; (m) interest payable on debt, if any, incurred to finance the Company’s investments; (n) transfer agent and custodial fees; (o) federal, state and local taxes; (p) fees and expenses of Independent Trustees (as defined below); (q) overhead costs, including rent, office supplies, utilities and capital equipment; (r) costs of preparing and filing reports or other documents required by the any governmental agency; (s) costs of fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums; (t) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (u) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with applicable federal and state laws; (v) internal legal expenses (including those expenses associated with attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (w) costs associated with the Company’s reporting and compliance obligations under applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (x) brokerage commissions for the Company’s investments; (y) computer software specific to the business of the Company; (z) any unreimbursed expenses incurred in connection with transactions not consummated; (aa) the costs of responding to regulatory requests; (bb) routine non-compensation overhead expenses of the Co-Advisor and or any affiliate thereof in connection with administering the Company’s business; (cc) all other expenses incurred by the Company or the Co-Advisor, or by any affiliate thereof that the Co-Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Co-Advisor or any affiliate thereof in performing the Co-Advisor’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Co-Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (dd) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Company’s respective organizational documents.

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

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