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. 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). [Remainder of this page intentionally left blank.] *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Limited Liability Company Agreement of Vivint Solar Xxxxxxx Project Company, LLC 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. VIVINT SOLAR XXXXXXX MANAGER, LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President of Operations BLACKSTONE HOLDINGS I L.P. By: Blackstone Holdings I/II GP Inc., its General Partner By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: CFO Limited Liability Company Agreement of Vivint Solar Xxxxxxx Project Company, LLC Annex I Members and Membership Interests Class A Member Number of Class A Membership Interests Owned Percentage of Class A Membership Interests Owned Blackstone Holdings I L.P. 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 100 100 % Class B Member Number of Class B Membership Interests Owned Percentage of Class B Membership Interests Owned Vivint Solar Xxxxxxx Manager, LLC, c/o Vivint Solar, Inc. 0000 X 000 X Xxxxx, XX 00000 Attn: Xxxxxx Xxxxxxxxx, Exec. VP of Capital Markets E-Mail: xxxxxx.xxxxxxxxx@xxxxxxxxxxx.xxx Fax: (000) 000-0000 100 100 % Schedule 4.2(d) Initial Capital Accounts Member Name and Address Capital Account Balance Percentage Interest Blackstone Holdings I L.P. 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,...
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, all accrued fees, costs and expenses due or unpaid under the Previous Credit Agreement; and
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. Guarantor agrees to pay all costs, expenses and fees, including all reasonable attorneys’ fees, which may be incurred by the Beneficiaries in enforcing this Guaranty, whether by suit or otherwise, to the extent the Beneficiaries are the prevailing party. The costs, expenses and fees required to be paid under the immediately preceding sentence include any increased tax obligations borne directly by the Beneficiaries in respect of the Guaranteed Obligations equal to the excess over any amounts for which the Beneficiaries would have been liable had the Guarantor Subsidiaries performed or made payment under the Guaranteed Obligations directly and without any demand under this Guaranty.
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 Second 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 Second Amendment and related amendments to and reaffirmations of the Transaction Documents.
Costs, Expenses, Fees. All Loan Expenses shall have been paid. ---------------------
Costs, Expenses, Fees. Payment of all costs, expenses, and accrued and unpaid fees (including Attorney Costs) of Agent;
