Effect of Termination on Payment of Fees and Expenses Sample Clauses

Effect of Termination on Payment of Fees and Expenses. Except as specifically set forth in this Agreement, the Seller Parties shall pay all out-of-pocket costs and expenses incurred by the Buyer in connection with the proposed purchase of the Properties, including the costs of due diligence review, regardless of whether or not the closing of the Properties occurs, including without limitation legal expenses, audit of the Facilities for the calendar year 2007, cash flow audit of the Facilities, third party due diligence reports such as structural, environmental, appraisal and third party consultants as well as surveys, title review and insurance, environmental and engineering reports, lien searches, title transfer taxes and recording fees. In the event that the closing of the Properties does not occur solely as a result of either (i) the Buyer arbitrarily refusing to complete the closing of the Properties after the Effective Date or (ii) the Buyer refusing to complete the closing of the Properties in good faith as a result of information obtained in the Buyer’s due diligence review that is not material to the operation of one or more Facilities: (A) the foregoing sentence shall not apply and each party shall pay its own fees and expenses, and (B) the Buyer shall, (1) to the extent not contractually restricted from doing so, return to the Sellers all third-party due diligence reports obtained by the Buyer and relating to the Sellers’ business and (2) refund to the Sellers an amount equal to the sum of the following: (A) any amounts previously paid by the Sellers to the Buyer as a deposit for fees and expenses in connection with this Agreement or the Option Agreement and not yet expended by the Buyer and (B) any amounts for fees and expenses in connection with this Agreement previously expended by the Sellers up to an amount equal to but not exceeding Fifty Thousand Dollars ($50,000). This Section shall survive a termination of this Agreement.
Sample 1
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Related to Effect of Termination on Payment of Fees and Expenses

  • Effect of Termination on Compensation In the event of the termination of this Agreement prior to the completion of the term of employment specified in Article 1, the Employee shall be entitled to the compensation earned by the Employee prior to the effective date of termination as provided for in this Agreement, computed pro rata up to and including that date. Except as otherwise provided in this Agreement, the Employee shall be entitled to no further compensation after the date of termination.

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Payment of Fees and Expenses Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

  • Compensation; Payment of Fees and Expenses As compensation for the performance of the Administrator’s obligations under this Agreement, the Administrator shall be entitled to receive $2,500 annually, which shall be solely an obligation of the Servicer; provided, however, notwithstanding the foregoing, such compensation shall in no event exceed the Servicing Fee for the related annual period. The Administrator shall pay all expenses incurred by it in connection with its activities hereunder.

  • Payment of Costs and Legal Fees and Reinstatement of Benefits In the event any dispute or controversy arising under or in connection with the Executive’s termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of (a) all legal fees incurred by the Executive in resolving such dispute or controversy, and (b) any back-pay, including Base Salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due to the Executive under this Agreement.

  • 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.

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

  • Termination and Expenses 12.1 Termination 97 12.2 Effect of Termination 98 12.3 Fees and Expenses 99

  • Indemnification and Reimbursement of Payments on Behalf of Executive The Company, Employer and their respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company, including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event the Company or its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

  • Reimbursement of Fees and Expenses The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement under the same terms and conditions as it is permitted to receive reimbursement of reductions of its investment management fee under the Investment Advisory Agreement.

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