Documents and Expenses Sample Clauses

Documents and Expenses. As a condition to admission as a Substitute Member, an assignee of all or a part of any interest in the Company shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company deems necessary or advisable to effectuate such admission and to confirm the agreement of the person being admitted as such Substitute Member to be bound by all of the terms and provisions of this Agreement. Such assignee shall pay all reasonable expenses in connection with such admission as a Substitute Member, including, but not limited to, legal fees and costs of preparing and filing any amendment to the Certificate of Formation of the Company if necessary or desirable in connection therewith.
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Documents and Expenses. 1. If in any particular case the Requested State so requires, the Requesting State shall supply a translation of any document submitted in accordance with the provisions of this Treaty. 2. Expenses incurred in the territory of the Requested State by reason of the request for extradition shall be borne by that State. 3. The Requested State shall make all the arrangements which shall be requisite with respect to the representation of the Requesting State in any proceedings arising out of the request.
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Documents and Expenses. As a condition to admission as a substitute Limited Member, an assignee of all or part of the Company interest of any Limited Member or the legatee or distributee of all or any part of the Company interest of any Limited Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Managing Member, as the Managing Member shall deem necessary or advisable to effectuate such admission and to confirm the agreement of the person being admitted as such substitute Limited Member to be bound by all of the terms and provisions of this agreement. Such assignee, legatee or distributee shall pay all reasonable expenses in connection with such admission as a substitute Limited Member.
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Documents and Expenses. As a condition to admission as a Member, an assignee of all or part of the Interest of any Member, or the legatee or distributee of all or any part of the Interest of any Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Board, as the Board shall deem necessary or advisable to effect such admission and to confirm the agreement of the person being admitted as such Member to be bound by all the terms and provisions of this Agreement. Such assignee, legatee or distributee shall pay all reasonable expenses in connection with such admission as a Member, including, but not limited to, legal fees and costs of the preparation of any amendment to this Agreement, if necessary or desirable in connection therewith.
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Documents and Expenses. As a condition to admission as a substitute or additional Member, an assignee of all or a part of any interest in the Company or the legatee or distributee of all or part of any interest in the Company shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company deems necessary or advisable to effectuate such admission and to confirm the agreement of the person being admitted as such substitute or additional Member to be bound by all of the terms and provisions of this Agreement. Such assignee, legatee, or distributee shall pay all reasonable expenses in connection with such admission as a substitute or additional Member, including, but not limited to, legal fees and costs of preparing and filing any amendment to the Articles of Organization of the Company if necessary or desirable in connection therewith.
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Documents and Expenses. As a condition to admission as a Substitute Member, an Assignee of all or a part of any interest in the Company shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company deems necessary or advisable to effectuate such admission and to confirm the agreement of the person being admitted as such Substitute Member to be bound by all of the terms and provisions of this Agreement. Such Assignee shall pay all reasonable expenses in connection with such admission as a Substitute Member, including, but not limited to, legal fees and costs of preparing and filing any amendment to the Articles of Organization of the Company if necessary or desirable in connection therewith.
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Documents and Expenses. As a condition to admission as a substituted Member, a transferee of all or part of the Membership Interests of any Member, or the legatee or distributee of all or any part of the Membership Interests of any Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Board, as the Board shall deem necessary or advisable to effect such admission and to confirm the agreement of the Person being admitted as such substituted Member to be bound by all the terms and provisions of this Agreement. Such transferee, legatee or distributee shall pay all reasonable expenses in connection with such admission as a substituted Member, including, but not limited to, legal fees and costs of the preparation, filing and publishing of any amendment to the certificate of formation of the Company if necessary or desirable in connection therewith.
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Documents and Expenses. As a condition to admission as a Limited Partner, a transferee of all or part of the Interest of any Limited Partner shall execute and acknowledge such instruments, in form and substance satisfactory to the General Partners, as the General Partners shall deem necessary or advisable to effect such admission and to confirm the agreement of the person being admitted as such Limited Partner to be bound by all the terms and provisions of this Agreement. Such assignee, legatee or distributee shall pay all reasonable expenses in connection with such admission as a Limited Partner, including, but not limited to, legal fees and costs of the preparation, filing and publishing of any amendment to this Certificate of Limited Partnership, if necessary or desirable in connection therewith.
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Documents and Expenses. As a condition to admission as a successor Member, any transferee of all or part of the Interest of the Member, or the legatee or distributee of all or any part of the Interest of any Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Board, as the Board shall deem necessary or advisable to effect such admission and to confirm the agreement of the person being admitted as such successor Member to be bound by all the terms and provisions of this Agreement. Such transferee, legatee or distributee shall pay all reasonable expenses in connection with such admission as a successor Member, including, but not limited to, legal fees and costs of the preparation of any amendment to this Agreement that is determined by the Board to be necessary or desirable in connection therewith.
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Related to Documents 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.

  • Facilities and Expenses The Employer will furnish the Employee with office space, equipment, supplies, computer and facsimile equipment, telephones (including cellular telephone), automobile or automobile allowance and such other facilities, support staff and personnel as the Employer deems necessary or appropriate for the performance of the Employee's duties under this Agreement. The Employer will reimburse the Employee for reasonable business expenses incurred by him on behalf of the Employer in the performance of his duties; provided, that Employee furnishes to Employer documentation of such expenses as is required by the Internal Revenue Service, as well as such other documentation as the Employer may reasonably request. In addition, the Employer shall reimburse the Employee or otherwise provide and pay for all approved professional affiliation expenses incurred by the Employee. The Employee must file authorization requests, to the extent required by the Employer's employment policies and, in all instances, expense reports with respect to such expenses in accordance with the Employer's policies.

  • Payment and Expenses 8.1 Each payment to be made by the Guarantor under this guarantee shall be made in pounds sterling, free and clear of all deductions or withholdings of any kind, except for those required by law, and if any deduction or withholding must be made by law, the Guarantor shall pay that additional amount which is necessary to ensure that the Authority receives a net amount equal to the full amount which it would have received if the payment had been made without the deduction or withholding. 8.2 The Guarantor shall pay interest on any amount due under this guarantee from the day after the date on which payment was due up to and including the date of payment in full (whether before or after judgment) in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000. 8.3 The Guarantor shall reimburse the Authority for all legal and other costs (including VAT) incurred by the Authority in connection with the enforcement of this guarantee.

  • 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 and Expenses Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, 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. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

  • Revenues and Expenses (a) Sellers are entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned prior to the Effective Time or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except for the proceeds attributable to Hydrocarbon production in storage as of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods from and after the Effective Time, or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant to Section 2.04(a)(i) above. Buyer is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred from and after the Effective Time and are not Disallowed Expenses. (c) Such amounts that are received or paid prior to Closing shall be accounted for in the Closing Date Statement or Final Settlement Statement, as applicable. Such amounts that are received or paid after Closing but prior to the date of the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (d) For purposes of this Section 2.09, the determination of whether an Operating Expense was incurred before, on or after the Effective Time shall be based on when the applicable service was rendered, when the applicable good was delivered or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following the Final Settlement Date, should (i) any of Owners, Target, Buyer or their respective Affiliates receive monies belonging to the other Party, as applicable, in accordance with this Section 2.09, then such amount shall, within 5 Business Days after the end of the month in which such amounts were received, be paid over to the proper Party, and (ii) any of Owners, Target, Buyer or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amounts.

  • 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.

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

  • Fees and Expenses Paid There shall have been paid to the Administrative Agent, for the accounts of the Agents and the other Lenders, as applicable, all fees due and payable on or before the Closing Date and all expenses due and payable on or before the Initial Funding Date, including, without limitation, reasonable attorneys’ fees and expenses, and other costs and expenses incurred in connection with the Loan Documents.

  • Custodian's Fees and Expenses (a) The Depositor, Designated Beneficiary and Responsible Individual agree that the Custodian shall be entitled to receive any and all fees specified in the Custodian's current published fee schedule for establishing and maintaining this Xxxxxxxxx ESA, including, but not limited to, any fees for distributions from, transfers from, and terminations of this Xxxxxxxxx ESA. The Custodian may change its fee schedule at any time by giving the Designated Beneficiary (or Responsible Individual) 30 days prior written notice. (b) The Depositor, Designated Beneficiary and Responsible Individual agree that the Custodian shall be entitled to reimbursement for any expenses incurred by the Custodian in the performance of its duties in connection with the account. Such expenses include, but are not limited to, administrative expenses, such as legal and accounting fees, and any taxes of any kind whatsoever that may be levied or assessed with respect to such account. (c) All such fees, taxes, and other administrative expenses charged to the account shall be collected either from the assets in the account or from any contributions to or distributions from such account if not paid by the Depositor, Designated Beneficiary or Responsible Individual, but the Depositor, Designated Beneficiary and Responsible Individual shall be responsible for any deficiency. (d) In the event that for any reason the Custodian is not certain as to who is entitled to receive all or part of the Custodial Funds, the Custodian reserves the right to withhold any payment from the Custodial Account, to request a court ruling to determine the disposition of the Custodial assets, and to charge the Custodial Account for any expenses incurred in obtaining such legal determination.

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