Expense Sharing Provisions Sample Clauses

Expense Sharing Provisions. 2.7.1. In the event the Transactions are consummated, the Lead Investor shall cause the Company (or its successor in interests) to reimburse the Investors (excluding a Failing Investor) for, or pay on behalf of all the Investors (excluding a Failing Investor), as the case may be: (i) all out-of-pocket costs and expenses incurred by the Investors (excluding a Failing Investor) as approved by the Lead Investor in writing before incurring such costs and expense (including the reasonable fees and expenses of Advisors retained by an Investor pursuant to Section 2.9.2), and (ii) fees, expenses and disbursements payable to any Joint Advisors as contemplated by Section 2.9.1 (such costs and expenses under this subsections (i) and (ii), the “Transaction Expenses”), provided, that, notwithstanding the foregoing, an Investor that is a Non-Consenting Investor will only be entitled to seek reimbursement in respect of Transaction Expenses, incurred prior to such Investor becoming a Non-Consenting Investor. For the avoidance of doubt, the Transaction Expenses shall commence accruing from the earlier of (x) the date of the Consortium Agreement or (y) the date such Joint Advisors were engaged by the Lead Investor pursuant to the Consortium Agreement. 2.7.2. In the event the Transactions are not consummated (and Section 2.7.3 below does not apply), subject to Sections 2.4, 2.5, 2.13, 2.14 and 4.8, (i) the Lead Investor shall pay the Transaction Expenses, excluding any Parent Termination Fee payable to the Company pursuant to the Merger Agreement (which shall be paid by the Lead Investor or Failing Investors pursuant to Section 2.13 below), and (ii) each Investor (including any Non-Consenting Investor and any Failing Investor) shall bear its own costs and expenses incurred in connection with the Transactions including fees, expenses and disbursements payable to any separate Advisor engaged by such Investor as contemplated by Section 2.9.2, provided, that, notwithstanding the foregoing, an Investor that is a Non-Consenting Investor shall be responsible for, and shall pay, its pro rata portion of the Transaction Expenses incurred or accrued as of the date of its ceasing to be an Investor determined based on such Investor’s pro rata share (in accordance with its Commitment relative to the Commitments of the other Investors), or such a lower amount as otherwise determined in good faith by the Lead Investor. For the avoidance of doubt, such Investor shall not be responsible for a...
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Expense Sharing Provisions. (a) Each Investor agrees to bear all of its own costs and expenses, as well as a proportional share of all the expenses and fees of legal counsel, accountants, financial advisors and other consultants and advisors and any financing or other fees or expenses incurred by Juniper or MergerCo, in connection with the transactions contemplated by the Merger Agreement (such costs, fees and expenses incurred by Juniper or MergerCo being, “Costs”), provided, however, that an Out Investor will not be liable for any such Costs incurred after the date it notifies MergerCo and the other Investors that it is being released from this Agreement pursuant to Section 2.10. (b) If the Merger is consummated, then the Investors shall cause the Surviving Corporation or one of its subsidiaries to pay any outstanding Costs and to reimburse Juniper for any such Costs already expended. If the Merger Agreement is terminated and a sufficient termination fee, other fee or expense reimbursement is received by MergerCo in connection with such termination (a “Fee”), then MergerCo shall pay any outstanding Costs and reimburse Juniper for any such Costs already expended. If Costs are reimbursed in accordance with this Section 2.8(b), any Investor that had previously become an Out Investor or a Failing Investor shall be relieved of any obligation with respect to such Costs. (c) If the Commitment Letters are terminated and the Merger is not consummated (and no Fee is received by MergerCo), promptly after such termination, the Investors will determine the aggregate Costs incurred. Each Investor agrees promptly to contribute such amounts, or to pay such expenses and fees, or to reimburse Juniper in respect thereof, in each case such that the equal sharing of expenses referred to in Section 2.8(a) is achieved.
Sample 1Sample 2See All (4)
Expense Sharing Provisions. Each Investor agrees to bear its portion of the Shared Costs (as defined in the Participant Agreement) in accordance with the Participant Agreement dated September 3, 2020, by and among the Investors (the “Participant Agreement”); provided, however, that if the Closing occurs, NewCo shall reimburse the Investors for any Shared Costs borne by the Investors prior to Closing. Any fees, expenses or damages payable to NewCo from the Company under the Merger Agreement shall be allocated among the Investors (other than any Withdrawing Investor) in accordance with their respective Pro Rata Share (as in effect on the date such fees, expenses or damages, as applicable, become due and payable).
Sample 1Sample 2
Expense Sharing Provisions. In the event the Acquisition is consummated, Buyer and/or the Company will bear all out-of-pocket expenses of the Investors. In the event of a termination of the Purchase Agreement, out-of-pocket expenses incurred by the Investors, including, without limitation, the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors retained by the Investors shall be allocated and paid by the Investors as follows: (i) NorthStar shall be responsible for its own fees and expenses other than Debt Commitment Expenses (as defined below), (ii) Safanad and FC shall each be responsible for 50% their combined fees and expenses (excluding for the purposes of this clause (ii) all such fees and expenses of NorthStar incurred in connection with the Debt Commitment Letters and the financing contemplated thereunder, including fees and expenses related to negotiation and due diligence (“Debt Commitment Expenses”)), and (iii) NorthStar shall be responsible for 40% of the Debt Commitment Expenses, Safanad shall be responsible for 50% of the Debt Commitment Expenses and FC shall be responsible for 10% of the Debt Commitment Expenses. The obligations under this Section 2.5 shall exist whether or not the Acquisition is consummated and shall survive any termination of the other terms of this Agreement, unless all such fees and expenses have been paid by the Buyer or the Company.
Sample 1

Related to Expense Sharing Provisions

  • Remaining Provisions Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.

  • SAVINGS PROVISIONS If any provisions of this Agreement are held to be contrary to law by a court of competent jurisdiction, such provisions will not be deemed valid and subsisting except to the extent permitted by law, but all other provisions will continue in full force and effect.

  • CLOSING PROVISIONS (a) Subscriber agrees to be identified as a customer of JetBrains and agrees that JetBrains may refer to Subscriber by name, trade name and trademark, if applicable, and may briefly describe Subscriber’s business in JetBrains marketing materials, on JetBrains Site, and in public or legal documents. Subscriber hereby grants JetBrains a worldwide, non- exclusive, royalty-free license to use Subscriber’s name and any of Subscriber’s trade names and trademarks solely pursuant to this marketing section. (b) This Agreement is governed by the laws of the Czech Republic. All disputes arising from the present Agreement and/or in connection with it shall be finally brought to and decided by any relevant competent common court in the Czech Republic. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. (c) JetBrains may modify this Agreement at any time by posting a revised version of the Agreement on JetBrains Site. The modified terms will become effective upon posting of a revised version of the Agreement on JetBrains Site. By continuing to use Service after the effective date of any modification to this Agreement, Subscriber agrees to be bound by the modified terms. It is Subscriber’s responsibility to check JetBrains Site regularly for modifications to this Agreement. (d) The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship between the parties. (e) Sections 7, 8, 9, 10, 12 (c), 12(d), 14(a), 14(b), and 14(c) shall survive any termination or expiration of this Agree- ment. (f) There are no third-party beneficiaries to this Agreement. (g) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

  • Other Allocation Provisions Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

  • Overriding Provisions (a) Any Transfer or attempted Transfer of any Units in violation of this Agreement (including any prohibited indirect Transfers) shall be, to the fullest extent permitted by applicable law, null and void ab initio, and the provisions of Sections 10.05 and 10.06 shall not apply to any such Transfers. For the avoidance of doubt, any Person to whom a Transfer is made or attempted in violation of this Agreement shall not become a Member and shall not have any other rights in or with respect to any rights of a Member of the Company with respect to the applicable Units. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. The Manager shall promptly amend the Schedule of Members to reflect any Permitted Transfer pursuant to this Article X. (b) Notwithstanding anything contained herein to the contrary (including, for the avoidance of doubt, the provisions of Section 10.01 and Article XI and Article XII), in no event shall any Member Transfer any Units to the extent such Transfer would: (i) result in the violation of the Securities Act, or any other applicable federal, state or foreign Laws; (ii) cause an assignment under the Investment Company Act; (iii) in the reasonable determination of the Manager, be a violation of or a default (or an event that, with notice or the lapse of time or both, would constitute a default) under, or result in an acceleration of any obligation under any Credit Agreement to which the Company or the Manager is a party; provided that the payee or creditor to whom the Company or the Manager owes such obligation is not an Affiliate of the Company or the Manager; (iv) be a Transfer to a Person who is not legally competent or who has not achieved his or her majority of age under applicable Law (excluding trusts for the benefit of minors); (v) reasonably be expected to create a material risk that the Company could be treated as a “publicly traded partnership” or could be taxed as a corporation pursuant to Section 7704 of the Code or any successor provision thereto under the Code (as determined in the sole discretion of the Manager); or (vi) reasonably be expected to create a material risk that the Company would have more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)) (as determined in the sole discretion of the Manager); provided, for the avoidance of doubt, that in determining whether a Transfer creates a material risk that the Company would have more than one hundred (100) partners, the Manager may assume in its sole discretion the admission of any number of future additional Members. (c) Notwithstanding anything contained herein to the contrary, in no event shall any Member that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code Transfer any Units, unless such Member and the transferee have delivered to the Company, in respect of the relevant Transfer, written evidence that all required withholding under Section 1446(f) of the Code will have been done and duly remitted to the applicable taxing authority or duly executed certifications (prepared in accordance with the applicable Treasury Regulations or other authorities) of an exemption from such withholding. (d) Without limiting any of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, no Member shall Transfer any Units during the 2021 taxable year of the Company unless such Transfer either (x) qualifies as a “block transfer” under Treasury Regulations Section 1.7704-1(e)(2), or (y) is disregarded pursuant to Treasury Regulations Sections 1.7704-1(e)(1)(ii). (e) For the avoidance of doubt, in the event that a Member (or such Member’s estate) attempts to Transfer any Units in connection with the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of such Member, such Transfer shall, to the extent it is in violation of this Agreement (unless otherwise waived by the Manager), be void ab initio and the provisions of Sections 10.05 and 10.06 shall not apply to any such Transfers, such that such Member (or such Member’s estate) remains the owner of the applicable Units. (f) In the event that, notwithstanding this Section 10.07 or any other provision in this Agreement, a Transfer is required pursuant to applicable Law, immediately prior to such Transfer, the Units subject to such Transfer shall be redeemed in accordance with the provisions of Section 11.01 and Section 11.05, as applicable, such that in no event shall the transferee in respect of such Transfer become a Member of the Company at any time.

  • Controlling Provisions In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

  • Concluding provisions Section 7.1 - Entire Agreement. All prior understandings, letters of intent, and agreements between the parties are merged in and superseded by this Agreement (including all Exhibits hereto).

  • Scheduling Provisions The scheduling and premium provisions relating to consecutive weekends off in Article 16 do not apply to employees who accept positions under this provision.

  • SAFETY PROVISIONS It is the essence of this Order that all Services to be performed by Seller shall be done in a safe and good workmanlike manner, free of any accidents. Accordingly, Seller shall promulgate, maintain, and enforce appropriate safety and health rules and procedures (including training) with respect to its personnel and the Work to be performed hereunder, which rules and procedures at a minimum shall be the equivalent of or exceed applicable Buyer safety and health rules. All Services performed hereunder shall fully comply with all lawful governmental safety and health requirements, including the rules and standards established by the Occupational Safety and Health Act of 1970 ("OSHA"), as amended, and any other applicable federal, state and/or local safety or health laws, rules or regulations. Any equipment provided by Buyer to Seller for the benefit of Seller's employees or those of its subcontractors shall be at the sole risk and liability of Seller to make sure that such equipment is fit for the use intended and is in proper working order. XXXXXX AGREES TO INDEMNIFY (INCLUDING ATTORNEYS' FEES) DEFEND, AND TO SAVE HARMLESS BUYER FROM ANY AND ALL CLAIMS OF SELLER, SELLER’S SUBCONTRACTORS, AND THEIR EMPLOYEES ARISING OUT OF THE USE OF ANY EQUIPMENT FURNISHED BY BUYER OR ADVICE GIVEN BY BUYER RELATING TO SUCH EQUIPMENT, TO THE FULLEST EXTENT ALLOWED BY LAW, IT BEING UNDERSTOOD THAT BUYER SHALL NOT BE LIABLE UNDER LAW, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. Seller shall maintain a drug and alcohol-free workforce at all times while on Xxxxx's premises/location. Upon Xxxxx's request, Seller shall provide Buyer with a copy of all accident reports prepared by or submitted to Seller, including all OSHA illness and injury reports.

  • Tax Provisions The Policyholder and each transferee and assignee of this Policy, to the extent required by law, agree to provide GLAIC with any properly completed tax forms that are needed for GLAIC to satisfy its tax reporting obligations with respect to amounts held under this Policy. This Policy is intended to be ignored for U.S. federal, state and local income and franchise tax purposes. To the extent it cannot be ignored, GLAIC and the Policyholder and each transferee and assignee of this Policy agree to treat this Policy as GLAIC’s debt obligation for U.S. federal, state and local income and franchise tax purposes.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!