Expense Sharing. The Sub-Adviser hereby agrees to reimburse the Manager for the following costs incurred in connection with the Fund: all expenses or costs not ultimately borne by the Fund incurred in connection with creating and organizing the Fund; registering its shares for initial public offering; listing its shares on the New York Stock Exchange; preparing for and conducting the “road shows” to obtain indications of interest; producing, printing and delivering marketing materials and the “red xxxxxxx” prospectus for the Fund; compensating registered representatives of ING Funds Distributor, LLC for sales of Fund shares; compensating the members of the underwriting syndicate for the Fund’s closing; and the Fund’s initial public offering, including the exercise of the underwriter’s over-allotment option (collectively, the “Covered Expenses”). The Sub-Adviser shall reimburse the Manager for 75% of Covered Expenses. The Manager shall provide to the Sub-Adviser reasonable proof of the amount incurred and that it is a Covered Expense and the Sub-Adviser shall provide reimbursement promptly after receipt of such proof.
Expense Sharing. 2.9.1 Upon consummation of the Transactions and from time to time thereafter, the Surviving Company shall reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such persons, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transactions (“Consortium Transaction Expenses”), including, without limitation, (a) the reasonable fees, expenses and disbursements of (i) the Consortium Advisors, but excluding any fees, expenses and disbursements payable to any Investor Advisors unless such fees, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors and (ii) any banks and other financing sources (“Financing Banks”) and their advisors in connection with provision of debt financing (including any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs and expenses incurred by any Investor or its Affiliates (other than Merger Sub, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders.
2.9.2 If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 does not apply), the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Commitments.
2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any Support Agreement or any Equity Commitment Letter by one or more Investors (or his, her or its Affiliates), then the breaching Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Merger Sub, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Merger Sub Termination Fee paid by Merger Sub pursuant to Section 8.06(b) of the Merger Agreement, any Expenses paid by Merger Sub pursuant to Section 8.06(c) of the Merger Agreement, any other costs and expenses paid by Merger Sub pursuant to Section 8.06(f) of the Merger Agreement, and all...
Expense Sharing. The Sub-Adviser hereby agrees to reimburse the Manager for the following costs incurred in connection with the Fund: all expenses or costs not ultimately borne by the Fund incurred in connection with creating and organizing the Fund; registering its shares for initial public offering; listing its shares on the New York Stock Exchange; preparing for and conducting the “road shows” to obtain indications of interest (such costs shall not include travel and entertainment expenses incurred in connection with the “road shows”); producing, printing and delivering marketing materials and the “red xxxxxxx” prospectus for the Fund; compensating registered representatives of ING Investments Distributor, LLC for sales of Fund shares; compensating the members of the underwriting syndicate for the Fund’s closing; and the Fund’s initial public offering, including the exercise of the underwriter’s over-allotment option (collectively, the “Covered Expenses”). The Sub-Adviser shall reimburse the Manager for 46% of Covered Expenses. The Manager shall provide to the Sub-Adviser reasonable proof of the amount incurred and that it is a Covered Expense and the Sub-Adviser shall provide reimbursement promptly after receipt of such proof.
Expense Sharing. The Sub-Adviser hereby agrees to reimburse the Manager for the following costs incurred in connection with the Trust and the Series to which the Sub-Adviser acts as investment adviser and manager: all expenses or costs not ultimately borne by the Trust incurred in connection with creating and ongoing organization of the Fund; including transitioning of assets resulting from sub-adviser changes, and conducting proxies (collectively, the “Covered Expenses”). The Sub-Adviser shall reimburse the Manager for 50.0
Expense Sharing. 1.6.1 Upon consummation of the Merger, the Surviving Corporation shall reimburse the Investors for, or pay on behalf of the Investors, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Merger, including, without limitation, (a) the reasonable fees, expenses and disbursement of advisors retained by Holdco, Parent, Merger Sub or the Consortium (other than the fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that were separately retained by any Investor) and (b) any fees (including financing fees) related to the Merger (all such fees and expenses described in the preceding clauses (a) and (b), collectively, the “Consortium Costs”).
1.6.2 If the Merger is not consummated (and Section 1.6.3 below does not apply), the Investors agree that (a) each Investor shall bear all fees and out-of-pocket expenses separately incurred by it in connection with the Merger (including, without limitation, any fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that were separately retained by it); and (b) each Investor shall bear a percentage, equal to its Guaranteed Percentage, of the Consortium Costs. Prior to making any payment of the Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses.
1.6.3 If the Merger is not consummated due to willful misconduct or breach of this Agreement, the Consortium Agreement, the Equity Commitment Letter or the Rollover Agreement by one or more Investors, then the breaching Investor(s) shall indemnify, reimburse or pay on behalf of each non-breaching Investor for all of its out-of-pocket costs and expenses, including, without limitation, (a) any payment of Parent Termination Fee made by such non-breaching Investor under its Limited Guarantee, (b) its portion of the Consortium Costs and (c) all fees and out-of-pocket expenses separately incurred by it in connection with the Merger (including, without limitation, any fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that were separately retained by it), without prejudice to any rights and remedies otherwise available to any non-breaching Investor.
Expense Sharing. 1.6.1. Except as provided in Section 1.6.2, each of Wolverine, on the one hand, and the Sponsors, on the other, will be responsible for all fees and out-of pocket expenses incurred by it in connection with the Merger Agreement, the Carveout Transaction Agreements and the transactions contemplated by each of the foregoing (“Expenses”), including, without limitation, the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that have been retained by it and any financing fees pursuant to the commitments contemplated by their respective Debt Commitment Letters.
1.6.2. Except as otherwise provided in the Carveout Transaction Agreements or the other agreements contemplated thereby (including tax sharing and transition services agreements referred to therein), all costs and out-of-pocket expenses incurred by Parent from the date of this Agreement until the Closing Date or termination of the Merger Agreement, whichever is earlier, to comply with their obligations under the Merger Agreement (including the costs incurred for HSR and other competition filings (even if made by Wolverine as the ultimate parent entity), filing fees, or other costs as may be mutually agreed) (but excluding any fees, costs and expenses referred to in Section 1.5 above) and, in the event the Merger is consummated, all costs and out-of-pocket expenses incurred by the Company in connection with the Merger Agreement, and the transactions contemplated thereby, including the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors to the Company or that have otherwise been retained by it, any costs incurred by Parent or the Surviving Corporation to comply with their obligations under Section 6.11 of the Merger Agreement (including the cost to obtain the D&O Insurance), and, unless otherwise provided for in the aforementioned tax sharing agreement, Section 6.19 of the Merger Agreement, as well as any Separation Costs incurred by the Surviving Corporation and Wolverine in connection with the Carveout Transaction Agreements and the transactions contemplated thereby, shall be borne on a Pro Rata Basis by Wolverine, on the one hand, and the Sponsors, on the other. “Separation Costs” shall mean the costs associated with the separation of the PLG Business as described in the Carveout Transaction Agreements, including the costs to obtain any third party consents in connection therewith, costs incurred in connectio...
Expense Sharing. 1.9.1 Upon consummation of the Merger, Parent shall or shall cause the Surviving Company to reimburse the Investors for, or pay on behalf of the Investors, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Merger (“Consortium Transaction Expenses”), including the reasonable fees, expenses and disbursements of advisors or consultants retained by the Investors in connection with the Merger.
1.9.2 Notwithstanding anything in the Consortium Agreement to the contrary, if the Merger Agreement is terminated prior to the Closing (and Section 1.9.3 below does not apply), the LG Investors agree to share the Consortium Transaction Expenses incurred in connection with the Merger in proportion of their respective LG Percentages.
1.9.3 If the failure of the Merger to be consummated prior to termination of the Merger Agreement, results primarily from the unilateral breach of this Agreement by one or more Investors, then the breaching Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse any non-breaching Investor for all of its out-of-pocket costs and expenses incurred in connection with the Merger, including the reasonable fees, expenses and disbursements of advisors or investors retained by the Investors, without prejudice to any claims, rights and remedies otherwise available to such non-breaching Investor.
1.9.4 In the event of a termination of the Merger Agreement in which a Company Termination Fee is paid to Parent, Parent shall first pay all Consortium Transaction Expenses from the Company Termination Fee and distribute any remaining amount to the LG Investors in accordance with Section 1.8 hereof.
1.9.5 The obligations under this Section 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement.
Expense Sharing. Each Investor agrees that it shall be responsible for its proportionate share of the out-of-pocket expenses incurred by Hidary, including the reasoxxxxx fees, expenses and disbursements of financing sources, investment bankers, lawyers, accountants, consultants and other advisors retained by Hidary and Parent. The oblixxxxxxs under this SECTION 2.8 shall exist whether or not the Merger is consummated and shall survive any termination of the other terms of this Agreement, to the extent that such fees and expenses are not paid by the Company or Parent. If the Merger is consummated, Hidary's out-of-pocket expexxxx xxxcribed in this SECTION 2.8 shall be paid from the proceeds of the Financing, to the extent sufficient funds are available from such proceeds.
Expense Sharing. The Company shall reimburse all reasonable, out-of-pocket expenses of Black Knight, Parent, THL and Cannae incurred in conducting diligence, the negotiation, execution and delivery and performance of this Agreement, the Equity Purchase Agreement and otherwise in connection with the Transaction including, without limitation, financing fees, filing fees, Transaction Fees, and any fees and expenses of consultants, underwriters, lawyers, tax and accounting advisors, but not financial advisors (other than financial advisors being paid a Transaction Fee) (collectively, the “Transaction Expenses”). In addition, each of Parent, THL and Cannae agrees to bear its pro rata share, in accordance with their respective Percentage Interest, of the cost of the interest incurred (whether accrued or paid) by Black Knight InfoServ, LLC in connection with the 3.625% Senior Notes Due September 1, 2028 from August 26, 2020 through, but not including, the date of Closing. If the Company agrees to pay Parent, Cannae or THL any management advisory fees, such fees shall be paid pro rata to each of Parent, Cannae and THL in proportion to their Percentage Interest; provided, however, that any fees paid for the provision of “Corporate Services” under the intercompany agreement listed on Schedule II hereto shall not be considered management advisory fees for purposes of this Section 4.6.
Expense Sharing. If the Borrower fails to pay the various execution expenses provided by Paragraphs 1 and 2 of this Article (excluding the Lead Arranger Fee and Facility Agent Fee), the Facility Agent may request that the Lenders advance the execution expenses on a pro rata basis according to their Risk Sharing Percentage and shall not take the necessary actions until the payments have actually been received. If the Facility Agent advances such execution expenses, the Lenders shall repay such advances to the Facility Agent promptly when notified by the Facility Agent, or the Facility Agent shall unilaterally deduct such advances from the payments to be transferred to the Lenders.
