Expenses and Expense Reimbursement. (1) Subject to this Section 6.4, all out-of-pocket third party transaction expenses incurred in connection with this Agreement, the Amendment and the Amended Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of a Party incurred prior to or after the Amendment Time in connection with, or incidental to, the Amended Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Amended Arrangement is consummated.
(2) If this Agreement is terminated by the Purchaser pursuant to:
(a) Section 6.2(1)(c) [Change in Recommendation]; or
(b) Section 6.2(1)(b) [Failure to Obtain Required Shareholder Approval], provided that the Purchaser was, prior to the Meeting, entitled to terminate this Agreement pursuant to Section 6.2(1)(c) [Change in Recommendation], then the Company shall, within two Business Days of such termination, pay or cause to be paid to the Purchaser by wire of immediately available funds, the Termination Expense Reimbursement; provided that the Company shall not be required to pay the Termination Expense Reimbursement to the Purchaser in the event that a Change in Recommendation was made by the Company Board as a result of a Purchaser Material Adverse Effect.
(3) The payment of the Termination Expense Reimbursement pursuant to this Section 6.4 shall be liquidated damages and shall preclude the Purchaser from seeking damages and pursuing any other remedies that it may have in respect of losses incurred or suffered by it as a result of failure by the Company to perform any covenant or satisfy any condition set out in this Agreement.
(4) The Company confirms that other than the fees disclosed to the Purchaser in writing prior to the date hereof, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.
Expenses and Expense Reimbursement. The Financial Administrator shall receive from Evergreen such compensation for its services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved and signed by the parties and initially set forth in the Fee Schedule to this Agreement (Schedule B). The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, Evergreen shall reimburse the Financial Administrator for its out-of-pocket costs incurred in connection with this Agreement, as may be agreed to from time to time by the parties. Evergreen agrees to promptly reimburse the Financial Administrator for any equipment and supplies specially ordered at the request of Evergreen or a Trust through the Financial Administrator and for any other expenses not contemplated by this Agreement that the Financial Administrator may incur on Evergreen’s behalf at Evergreen’s request or with Evergreen’s consent. Each of Evergreen or a Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Financial Administrator. The Financial Administrator is authorized to and may employ or associate with such person or persons as it may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Financial Administrator and the Financial Administrator shall be as fully responsible to Evergreen for the acts and omissions of any such person or persons as it is for its own acts and omissions.
Expenses and Expense Reimbursement. (a) Huntington agrees to promptly reimburse BISYS for any equipment and supplies specially ordered by or for Huntington through BISYS and for any other expenses not contemplated by this Agreement that BISYS may incur on any Fund's behalf at Huntington's request or with Huntington's consent. Each Fund will bear all expenses that are incurred in the operation of the Fund and not specifically assumed by BISYS. Expenses to be borne by each Fund include, but are not limited to: organization expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel's review of the Fund's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by BISYS under this Agreement); cost of any services contracted for by the Fund directly from parties other than BISYS; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Fund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expense of Board members; the salary and expenses of any officer, director/trustee or employee of Huntington of the Fund; costs incidental to the preparation, printing and distribution of the Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Fund's tax returns, Form N-1A of N-2 and Form N-SAR, and all notices registrations and amendments associated with applicable federal and state tax and securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in computing each Fund's NAV.
(b) In addition, BISYS shall be entitled to receive the following fees:
(i) Systems development fees billed at an hourly rate of $150 per hour, as approved by Huntington;
(ii) Ad hoc reporting fees billed at an agreed upon rate; and
(iii) Fees for pricing the securities of the Fund pursuant to Section 1(b)(ii) of this Agreement.
Expenses and Expense Reimbursement. Client shall reimburse Contractor and make payment for requested or necessary pre-approved travel and expenses from Contractor's home base. Any such charges or requests for reimbursement for these agreed charges shall be invoiced and may be paid separately by Client either to Contractor or to the independent supplier for which reimbursement is sought. Client shall reimburse contractor a Hiring Fee of $100,000, in the event the Client hires or retains any of the Contractor's consultants or staffs within twelve months from the termination date of this agreement. This fee shall be payable 5 days after the receipt of an invoice. CLIENT ACKNOWLEDGES THE CONTRACTOR IS NOT AN ATTORNEY NOR A CERTIFIED PUBLIC ACCOUNTANT OR AN AUDITOR OR A BROKER/DEALER OR A MARKET MAKER. CLIENT MUST SEEK THEIR OWN ATTORNEY AND CERTIFIED PUBLIC ACCOUNTANT FOR OPINIONS AND CONSENTS. Any expenses arise from these professional firms shall be the responsibilities of the Client or their merger Candidate. Contractor estimates these legal, audit, filings, edgarizing and other related expenses shall be approximately $100,000 to $150,000. These expenses are paid directly to the service performing parties and not to the Contractor. Client further acknowledges there may be additional costs and percentage of equity of Client's common stocks to acquire a spin-off merger or stock exchange company. The exact costs and percentages will be mutually approved by all parties prior to completion of such transaction.
Expenses and Expense Reimbursement. Except as otherwise provided herein, all out-of-pocket third-party transaction expenses incurred in connection with this Agreement and the Amalgamation, including all costs, expenses and fees of Lucid or FSD incurred prior to or after the Effective Date in connection with, or incidental to, the Amalgamation, shall be paid by the Party incurring such expenses, whether or not the Amalgamation is consummated.
Expenses and Expense Reimbursement. (1) Subject to this Section 8.3, all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of the Company incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.
(2) If this Agreement is terminated by the Company pursuant to Section 7.2(1)(c)(i), then the Purchaser shall, within two Business Days of such termination, pay or cause to be paid to the Company by wire transfer of immediately available funds, the Expense Reimbursement Fee.
(3) If this Agreement is terminated by the Purchaser pursuant to Section 7.2(d)(i), then the Company shall, within two Business Days of such termination, pay or cause to be paid to the Purchaser by wire of immediately available funds, the Expense Reimbursement Fee.
Expenses and Expense Reimbursement. All out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement, including all costs, expenses and fees of the Company incurred prior to or after the Effective Date in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.
Expenses and Expense Reimbursement. (1) Except as provided in Section 4.6 and Section 4.10 and subject to Section 8.3(2), all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement, including all costs, expenses and fees of the Company incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated. The Purchaser and the Company shall each pay 50% of the filing fees required in respect of any Regulatory Approvals, including applicable Taxes.
(2) In addition to the rights of the Purchaser under Section 8.2(1), if this Agreement is terminated by either the Company or the Purchaser pursuant to Section 7.2(1)(b)(i) [Failure of Shareholders to Approve], then the Company shall, within two Business Days of receipt of invoices, pay or cause to be paid to the Purchaser (or as the Purchaser may direct by notice in writing), by wire transfer in immediately available funds to an account designated by the Purchaser, an expense reimbursement fee equal to the amount of all out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers and filing fees for the Regulatory Approvals) incurred by the Purchaser, its direct or indirect equityholders and their respective affiliates (other than the Company and its affiliates excluding any Purchaser Party) in connection with or related to the preparation, negotiation, execution and performance and all other matters related to the Arrangement and the other transactions contemplated by this Agreement up to a maximum of $13 million. In no event shall the Company be required to pay under Section 8.2(3), on the one hand, and this Section 8.3(2), on the other hand, in the aggregate, an amount in excess of the Termination Payment.
(3) The Company confirms that other than the fees disclosed in Section 8.3(3) of the Company Disclosure Letter, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.
Expenses and Expense Reimbursement. During the Term of Employment, the Employee shall be entitled to prompt reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, upon his submission of such accounts and records as may be required by Company policy. In addition, Employee shall be entitled to a car allowance in the amount of $600 per month.
Expenses and Expense Reimbursement. Except as expressly provided in this Agreement, all costs and expenses of the parties relating to the transactions contemplated herein, including legal fees, accounting fees, financial advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, shall be paid by the party incurring such expenses, whether or not the Arrangement is consummated.
