Costs, Expenses, Fees. Except as otherwise provided in Section 9.4 and Section 9.5, each Member shall be responsible for its own costs and expenses in connection with the Transaction Documents; provided that Class B Member shall reimburse Investor for up to $*** of any out-of-pocket transaction costs and expenses (including legal fees) actually incurred by Investor in connection with the transactions contemplated under the Transaction Documents (in addition to Class B Member’s obligations under Section 9.4 and Section 9.5). *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. IN WITNESS WHEREOF, the parties, each a Member, have caused this Limited Liability Company Agreement to be signed by their respective duly authorized officers as of the date first above written. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President of Financing By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Assistant Secretary Class A Member Number of Class A Membership Interests Owned Percentage of Class A Membership Interests Owned Stoneco IV Corporation 100 100 % c/o The Blackstone Group L.P. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxx Xxxxxx Fax: 000-000-0000 Xxxx.Xxxxxx@Xxxxxxxxxx.xxx Xxxxx Xxxxxx Xxxxx.Xxxxxx@Xxxxxxxxxx.xxx Xxx Xxxxx Xxx.Xxxxx@Xxxxxxxxxx.xxx Xxxxxxxx-Xxxxxxxxxx@Xxxxxxxxxx.xxx Class B Member Number of Class B Membership Interests Owned Percentage of Class B Membership Interests Owned Vivint Solar Xxxxxxx Manager, LLC, 100 100 % c/o Vivint Solar, Inc. 0000 X 000 X Xxxxx, XX 00000 Attn: Xxxx Xxxxxxx, VP of Financing E-Mail: xxxxxxxx@xxxxxxxxxxx.xxx Fax: (000) 000-0000 Member Name and Address Capital Account Balance Percentage Interest Stoneco IV Corporation $ *** ***% c/o The Blackstone Group L.P. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxx Xxxxxx Fax: 000-000-0000 Xxxx.Xxxxxx@Xxxxxxxxxx.xxx Xxxxx Xxxxxx Xxxxx.Xxxxxx@Xxxxxxxxxx.xxx Xxx Xxxxx Xxx.Xxxxx@Xxxxxxxxxx.xxx Xxxxxxxx-Xxxxxxxxxx@Xxxxxxxxxx.xxx Vivint Solar Xxxxxxx Manager, LLC, $ *** ***% c/o Vivint Solar, Inc. 0000 X 000 X Xxxxx, XX 00000 Attn: Xxxx Xxxxxxx, VP of Financing E-Mail: xxxxxxxx@xxxxxxxxxxx.xxx Fax: (000) 000-0000 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Costs, Expenses, Fees. Unless prohibited by law, Dealership must pay all expenses and reimburse each of the Ally Parties for any cost, expense, or other expenditures, including reasonable attorney fees and legal expenses; amounts expended by the Ally Parties on behalf of Dealership; collection and bankruptcy costs, fees and expenses; and all other amounts incurred by each of the Ally Parties in the enforcement of any right or remedy, collection of any Obligation (as defined in Subsection III.D.2, below), or defense of any claim or action in respect of this Agreement.
Costs, Expenses, Fees. To the extent demand has been made therefor, payment of all costs, expenses, and accrued and unpaid fees (including legal fees and expenses) to the extent then due and payable on the Closing Date, including any arising under Sections 2.10, 3.01 and 10.04 and all accrued fees, costs and expenses due or unpaid under the Previous Credit Agreement;
Costs, Expenses, Fees. Each of the Members shall be responsible for its own costs and expenses in connection with this First Amendment; provided, that Sponsor Sub shall reimburse Investor for any reasonable out-of-pocket transaction costs and expenses (including legal fees) actually incurred by Investor in connection with this First Amendment and related amendments to and reaffirmations of the Transaction Documents.
Costs, Expenses, Fees. The costs, expenses and fees incurred in the arbitration shall also be divided between the parties until the final judgment is delivered by the Arbitral Tribunal. The arbitral award shall define which party shall bear, or to what extent each party shall bear, the costs, including (a) the fees and any other amount due, paid or reimbursed to the Arbitration Chamber; (b) fees and any other amount due, paid or reimbursed to arbitrators, including fees; (c) fees and any other amount due, paid or reimbursed to experts, translators, interpreters, stenographers and other assistants, possibly indicated by the Arbitration Chamber or the Arbitral Tribunal; (d) attorneys' fees that have been spent by the parties during the arbitration and provided that they are reasonable; (e) fees incurred by the parties with technical assistants, experts and other expenses necessary for their representation; and (f) fine and/or compensation for possible litigation in bad faith. The Arbitral Tribunal shall not have jurisdiction to impose attorneys' fees due to loss of action.
Costs, Expenses, Fees. Unless prohibited by law, Dealership must pay all reasonable and documented out-of-pocket expenses and reimburse each of the Ally Parties for any reasonable and documented out-of-pocket cost, expense, or other expenditures, including reasonable attorney fees and legal expenses; amounts expended by the Ally Parties on behalf of Dealership; collection and bankruptcy costs, fees and expenses; and all other amounts incurred by each of the Ally Parties in the enforcement of any right or remedy, collection of any Obligation (as defined below), or defense of any claim or action in respect of this Agreement.
Costs, Expenses, Fees. The Borrowers shall have paid to the Lender all costs, expenses and fees (including legal fees and expenses of counsel for the Lender relating to the transactions contemplated by the Loan Documents and due diligence) to the extent due and payable under any Loan Document on the Closing Date.
Costs, Expenses, Fees. The Borrower shall have paid all of the Lender’s reasonable out-of-pocket costs, expenses and fees (including the legal fees and expenses of counsel for the Lender) incurred with respect to the Loan;
Costs, Expenses, Fees. Payment of all costs, expenses, and accrued and unpaid fees (including legal fees and expenses) to the extent then due and payable on the Closing Date, including any arising under Sections 2.10, 3.01 and 10.04;
Costs, Expenses, Fees. Each of the Members shall be responsible for its own costs and expenses in connection with this Third Amendment; provided, that Sponsor Sub shall reimburse Investor for any reasonable out-of-pocket transaction costs and expenses (including legal fees) actually incurred by Investor in connection with this Third Amendment and related amendments to and reaffirmations of the Transaction Documents. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
