Costs; Miscellaneous Sample Clauses

Costs; Miscellaneous. 1. [The costs of this deed shall be borne by the Transferor.] [DELETE IF TRANSFEROR IS NOT PAG:]- The Notary advised the appeared persons that the parties hereof - regardless of the provisions in this deed - are liable for the costs thereof. 2. The Notary advised the appeared persons that the managing directors of PMG have to submit a list of shareholders to the Commercial Register that reflects the new shareholding in PMG. 3. The Notary advised the appeared persons that he is obliged pursuant to sec. 54 EStDV (Income-Tax Implementation Ordinance) to submit one copy of this deed to the tax authorities. 4. This Agreement shall be governed by German law. This deed was read aloud to the persons appearing in the presence of the Notary, approved by them and signed by them and the Notary in their own hand as follows: - 21 - <Page> SCHEDULE 3 FORM OF TRIGGER NOTICE TRIGGER NOTICE PART I Whereas, X.X. Xxxxxx Europe Limited (the "OPTION HOLDER") and certain banks (the "SECOND SECURED LENDERS") have entered into an agreement (the "SHARE OPTION AGREEMENT") with PrimaCom AG ("PAG") dated on or about 25 March 2002 under which PAG and the other Option Grantors grant an option to the Option Holder, acting as fiduciary (TREUHANDER) for the Second Secured Lenders, to acquire (or direct the transfer of) up to 65% of the share capital of PrimaCom Management GmbH (the "COMPANY") upon exercise by the Option Holder according to Section 3 of the Share Option Agreement (the "SHARE OPTION"). 1. We, the undersigned Second Secured Lender, hereby instruct the Option Holder according to Section 8 of the Share Option Agreement to exercise the Share Option pursuant to Section 3 of the Share Option Agreement. 2. An amount of EUR ______ of our Second Secured Outstandings (the "CONVERTED LOAN AMOUNT") shall be converted into shares in PMG with an aggregate nominal amount of EUR _______ (the "EXERCISED SHARES"). 3. The Exercised Share(s) shall be transferred to: Name: ___________________________ Address: ___________________________ Representative: ___________________________ 4. The Converted Loan Amount will be set off against our repayment claim under the Second Secured Facility. __________, the ___ day of __________ 200_ SECOND SECURED LENDER -------------------- [...] -------------------------------------------------------------------------------- PART II Pursuant to the instruction above, we, the undersigned Option Holder hereby declare that we exercise the Share Option pursuant to Sect...
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Costs; Miscellaneous. 21.1 The parties to this Agreement agree to bear their own costs and attorneys’ fees in connection with the Civil Action and this Agreement, except as otherwise expressly stated herein.
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Costs; Miscellaneous. 1. [The costs of this deed shall be borne by the Transferor.] [DELETE IF TRANSFEROR IS NOT PAG:]- The Notary advised the appeared persons that the parties hereof - regardless of the provisions in this deed - are liable for the costs thereof.
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Costs; Miscellaneous. (a) The parties to this Agreement agree to bear their owns costs and attorneys’ fees in connection with this Agreement, except as otherwise expressly stated herein.
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Related to Costs; Miscellaneous

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • ARTICLE IX MISCELLANEOUS 60 SECTION 9.01

  • Term of Agreement Miscellaneous 13.1 Term.

  • Governing Law Miscellaneous a. Governing Law. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

  • Miscellaneous Expenses Board members may seek reimbursement for other expenses incurred while attending a meeting sponsored by organizations described herein by fully describing the expenses on the expense form, attaching receipts.

  • LEGAL FEES; AND MISCELLANEOUS FEES Except as otherwise set forth in the Registered Offering Transaction Documents (including but not limited to Section V of the Registration Rights Agreement), each party shall pay the fees and expenses of its advisers, counsel, the accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys’ fees and expenses incurred by either the Company or the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of any Securities.

  • Information: miscellaneous The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

  • Miscellaneous Transactions (A) PFPC Trust is authorized to deliver or cause to be delivered Property against payment or other consideration or written receipt therefor in the following cases:

  • Miscellaneous Charges Miscellaneous Charges apply for the following miscellaneous services when provided with LIS trunks. Exhibit A includes a reference to the Tariff, catalog, price list, or other similar document that provides the amount of each Miscellaneous Charge.

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