EACH PARTY TO BEAR COSTS Sample Clauses

EACH PARTY TO BEAR COSTS. Subject to SECTION 14.12, each of the parties to this Agreement shall pay all of the costs and expenses incurred by such party in connection with the transactions contemplated by this Agreement, whether or not such transactions are consummated. Without limiting the generality of the foregoing and whether or not such liabilities may be deemed to have been incurred in the ordinary course of business, Pentegra shall not be liable to or required to pay, either directly or indirectly, any fees and expenses of legal counsel, accountants, auditors or other persons or entities retained by Company or any Shareholder for services rendered in connection with negotiating and closing the transactions contemplated by this Agreement or the documents to be executed in connection herewith, whether or not such costs or expenses are incurred before or after the Closing Date.
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EACH PARTY TO BEAR COSTS. Subject to SECTION 14.12, each of the parties to this Agreement shall pay all of the costs and expenses incurred by such party in connection with the transactions contemplated by this Agreement, whether or not such transactions are consummated. Without limiting the generality of the foregoing and whether or not such liabilities may be deemed to have been incurred in the ordinary course of business, Pentegra shall not be liable to or required to pay, either directly or indirectly, any fees and expenses of legal counsel, accountants, auditors or other persons or entities retained by Dentist for services rendered in connection with negotiating and closing the transactions contemplated by this Agreement or the documents to be executed in connection herewith, whether or not such costs or expenses are incurred before or after the Closing Date.
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EACH PARTY TO BEAR COSTS. Each of the parties to this Agreement shall pay all of the costs and expenses incurred by such party in connection with the transactions contemplated by this Agreement, except as otherwise provided herein. Without limiting the generality of the foregoing, and whether or not such liabilities may be deemed to have been incurred in the ordinary course of business, neither party shall be liable for or required to pay, either directly or indirectly, any of the following liabilities or expenses incurred by the other party: (a) fees and expenses of any person for services as a finder, or for fees and expenses of any persons for financial services rendered to such other party in connection with negotiating and closing the sale contemplated by this Agreement; (b) fees and expenses of legal counsel retained by such other party for services rendered to such party in connection with negotiating and closing the sale contemplated by this Agreement; (c) fees and expenses of any auditors and accountants retained by such other party for services rendered to such party in connection with negotiating and closing the sale contemplated by this Agreement; (d) state and federal income taxes or other similar charges on income incurred by such other party on any gain from the purchase and sale of Assets hereunder; and (e) expenses and fees relating to feasibility studies, appraisals and similar valuation services performed on behalf of such other party in connection with the transactions contemplated hereby.
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EACH PARTY TO BEAR COSTS. Each of the parties to this Agreement shall pay all of the costs and expenses incurred by such party in connection with the transactions contemplated by this Agreement, whether or not such transactions are consummated. Without limiting the generality of the foregoing and whether or not such liabilities may be deemed to have been incurred in the ordinary course of business, Premier and Surviving Corporation shall not be liable to or required to pay, either directly or indirectly, any (a) fees and expenses of legal counsel, accountants, auditors or other persons or entities retained by the Company, the New Corporation or the Shareholders for services rendered in connection with negotiating and closing the transactions contemplated by this Agreement or the documents to be executed in connection herewith, whether or not such costs or expenses are incurred before or after the Closing Date and the Shareholders shall be liable for all such costs and expenses of the Company, and (b) local, state and federal income taxes or other similar charges on income or gain incurred by the Company, the New Corporation or the Shareholders as a result of the transactions contemplated hereby.
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EACH PARTY TO BEAR COSTS. Each of the parties to this Agreement shall pay all of the costs and expenses incurred by such party in connection with the transactions contemplated by this Agreement, whether or not such transactions are consummated. Without limiting the generality of the foregoing and whether or not such liabilities may be deemed to have been incurred in the ordinary course of business, PRG Sub and PRG shall not be liable to or required to pay, either directly or indirectly, any (a) fees and expenses of legal counsel, accountants, auditors or other persons or entities retained by Seller or the Shareholder for services rendered in connection with n e gotiating and closing the transactions contemplated by this Agreement or the documents to be executed in connection herewith, whether or not such costs or expenses are incurred before or after the Closing Date, and (b) local, state and federal income taxes or other similar charges on income or gain incurred by Seller or the Shareholder as a result of the transactions contemplated hereby.
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EACH PARTY TO BEAR COSTS. Each of the parties to this Agreement shall pay all of the costs and expenses incurred by such party in connection with the transactions contemplated by this Agreement, whether or not such transactions are consummated.
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EACH PARTY TO BEAR COSTS. (a) Except as provided in Section 2.3(c) above and subparagraphs -------------- (b) and (c) below, each of the parties to this Agreement shall pay all of the costs and expenses incurred by such party in connection with the transactions contemplated by this Agreement, whether or not such transactions are consummated. Without limiting the generality of the foregoing and whether or not such liabilities may be deemed to have been incurred in the ordinary course of business, Purchaser shall not be liable to or required to pay, either directly or indirectly, any fees and expenses of legal counsel, accountants, auditors or other persons or entities retained by Seller for services rendered in connection with negotiating and closing the transactions contemplated by this Agreement or the documents to be executed in connection herewith or the costs and expenses incurred by Seller in connection with the consummation of the Additional Acquisitions that are consummated prior to the Closing Date, whether or not such costs or expenses are incurred before or after the Closing Date. (b) Notwithstanding the foregoing, fees and expenses incurred by Xxxxxx Xxxxxxxx and Xxxxx & Xxxxx in connection with the determination of the Acquisition Valuation shall be shared equally by Purchaser and Seller; provided that Seller shall not be liable for more than $100,000.00 in such fees and expenses. (c) In the event that this Agreement is terminated as a result of an Acquisition Proposal being accepted by Seller, Seller will pay to Purchaser a fee equal to all fees and expenses incurred by Purchaser in connection with the transactions contemplated hereby, plus $1,800,000.00; which amount shall be payable by wire transfer of same day funds; provided that no fee shall be payable to Purchaser pursuant to this Section 14.5(c) unless and until any --------------- person (other than Purchaser) and the Seller have entered into a definitive agreement intended to consummate an Acquisition Proposal. Seller acknowledges that the agreements contained in this Section 14.5(c) are an integral part of --------------- the transactions contemplated in this Agreement, and that, without these agreements, Purchaser would not enter into this Agreement; accordingly, if Seller fails to promptly pay the amount due pursuant to this Section 14.5(c), --------------- and, in order to obtain such payment, Purchaser commences a suit which results in a judgment against the Seller for the fee set forth in this paragraph ...
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EACH PARTY TO BEAR COSTS. Each of the parties to this Agreement shall pay all of the costs and expenses incurred by such party in connection with the transactions contemplated by this Agreement, whether or not such transactions are consummated. Without limiting the generality of the foregoing and whether or not such liabilities may be deemed to have been incurred in the ordinary course of business, neither party shall be liable to or required to pay, either directly or indirectly, any (a) fees and expenses of legal counsel, accountants, auditors or other persons or entities retained by the other party for services rendered in connection with negotiating and closing the transactions contemplated by this Agreement or the documents to be executed in connection herewith, whether or not such costs or expenses are incurred before or after the Closing Date and the incurring party shall be liable for all such costs and expenses of the incurring party, and (b) local, state and federal income taxes or other similar charges on income or gain incurred by the incurring party as a result of the transactions contemplated hereby.
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EACH PARTY TO BEAR COSTS. Each of the parties to this Agreement shall pay all of the costs and expenses incurred by such party in connection with the transactions contemplated by this Agreement, except as otherwise provided herein. Without limiting the generality of the foregoing, and whether or not such liabilities may be deemed to have been incurred in the ordinary course of business, except as provided in Section 9.2(b) and (c), neither party shall be liable for or required to pay, either directly or indirectly, any of the following liabilities or expenses incurred by the other party: (a) fees and expenses of any person for services as a finder, or for fees and expenses of any persons for financial services rendered to such other party
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Related to EACH PARTY TO BEAR COSTS

  • Ability to Bear Risk The Purchaser represents and warrants that (i) the financial situation of the Purchaser is such that the Purchaser can afford to bear the economic risk of holding the Shares for an indefinite period and (ii) the Purchaser can afford to suffer the complete loss of the Purchaser's investment in the Shares.

  • Ability to Abandon CVR A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs for consideration in its sole discretion.

  • No duty to monitor The Agent shall not be bound to enquire: (a) whether or not any Default has occurred; (b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or (c) whether any other event specified in any Finance Document has occurred.

  • INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer from any and all liability.

  • Services Provided by Attorneys Any services to be provided by a law firm or attorney must be reviewed and approved in writing in advance by the City Attorney. No invoices for services provided by law firms or attorneys, including, without limitation, as subcontractors of Contractor, will be paid unless the provider received advance written approval from the City Attorney.

  • Liability to Third Parties The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment, decree or order of a court.

  • Ability to Bear Economic Risk Each Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

  • A ttorney’s Fees If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney’s fees and all other costs of such action.

  • No Liability to Third Parties No person who is or has been a Trustee, officer, or employee of the Trust shall be subject to any personal liability whatsoever to any Person, other than the Trust or its Shareholders, in connection with the affairs of the Trust; and all Persons shall look solely to the Trust Property or Property of a Series for satisfaction of claims of any nature arising in connection with the affairs of the Trust or such Series. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon. All Persons extending credit to, contracting with or having any claim against the Trust or a Series shall look only to the assets of the Trust Property or the Trust Property of such Series for payment under such credit, contract or claim; and neither the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

  • No Duty to Pursue Others It shall not be necessary for Lender (and each Borrower Entity hereby waives any rights which such Borrower Entity may have to require Lender), in order to enforce the obligations of such Borrower Entity hereunder, first to (a) institute suit or exhaust its remedies against any Other Borrower or others liable on the Debt or any other person, (b) enforce Lender’s rights against any collateral mortgaged, pledged or granted by any Other Borrower which shall ever have been given to secure the Debt (“Other Borrower Collateral”), (c) enforce Lender’s rights against any other guarantors of the Debt, (d) join Borrower or any others liable on the Debt in any action against any Other Borrower seeking to enforce the Loan Documents, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Debt, or (f) resort to any other means of obtaining payment of the Loan by any Other Borrower. Lender shall not be required to mitigate damages or take any other action pertaining to any Other Borrower or any Other Borrower Collateral to reduce, collect or enforce the Debt from any Other Borrower.

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