Expenses and Fee Sample Clauses

Expenses and Fee. (a) All costs and expenses incurred in ------------------ connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, except that those expenses incurred in connection with printing and filing the Proxy Statement and the Transaction Statement shall be shared equally by Parent and the Company. (b) The Company agrees to pay to Parent a fee equal to $250,000 within two (2) business days of the termination of this Agreement if: (i) the Company terminates this Agreement pursuant to clause (v) of Section 7.01; (ii) Parent terminates this Agreement pursuant to clause (vi) of Section 7.01; or (iii) this Agreement is terminated for any reason at a time at which Parent was not in material breach of its representations, warranties, covenants and agreements contained in this Agreement and was entitled to terminate this Agreement pursuant to clause (iv) or (vii) of Section 7.01; and provided that, in the event of the foregoing: (A) prior to the time of the Special Meeting, a proposal by a third party relating to an Acquisition Transaction had been publicly proposed or publicly announced; and (B) on or prior to the 12 month anniversary of the termination of this Agreement, the Company or any of its subsidiaries or affiliates enters into an agreement or letter of intent (or resolves or announces an intention to do) with respect to an Acquisition Transaction involving a person, entity or group if such person, entity, group (or any member of such group, or any affiliate of any of the foregoing) made a proposal with respect to an Acquisition Transaction on or after the date hereof and prior to the Special Meeting and such Acquisition Transaction is consummated. (c) Parent agrees to pay the Company a fee equal to $400,000 if Parent fails to consummate the transactions contemplated by this Agreement on or before 12:00 noon, Eastern Time, on or before December 31, 2001 notwithstanding the satisfaction of the conditions to Parent's obligation to consummate the transactions contemplated by this Agreement on or before December 31, 2001 (not including conditions whose failure to be satisfied is the result of a breach of a representation, warranty or covenant of Parent or Merger Subsidiary hereunder)
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Expenses and Fee. (a) Except as otherwise provided in this Section 11.2 or in Section 8.7, each of the Parties shall bear and pay all direct costs and expenses incurred by it or on its behalf in connection with the transactions contemplated hereunder, including filing, registration and application fees, printing fees, and fees and expenses of its own financial or other consultants, investment bankers, accountants, and counsel. (b) In addition to the foregoing, if, after the date of this Agreement and within twelve (12) months following: (i) any termination of this Agreement by Buyer pursuant to Sections 10.1(b) or 10.1(f) (but only on the basis of the failure of Lamcor to satisfy any of the conditions enumerated in Section 9.2, other than Section 9.2(d)); or (ii) failure to consummate the Merger by reason of any failure of Lamcor to satisfy the conditions enumerated in Section 9.2, other than Section 9.2(d); any third-party, in a single transaction or series of related transactions and whether through a merger, consolidation, share exchange, purchase or similar transaction, shall purchase all or substantially all of the Assets of Lamcor or any corporation or business entity owned by Lamcor or its Affiliates and to which such Assets are contributed or acquire or purchase an amount of the capital stock of Lamcor or such other corporation or business entity that results in a Change of Control (collectively, a "Business Combination"), then Lamcor shall pay to Buyer upon consummation and closing of the Business Combination an amount in cash equal to the sum of:
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Expenses and Fee. Whether or not the transactions contemplated hereby are consummated, and except as otherwise provided in Section 2.7 or elsewhere in this Agreement, all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses. Notwithstanding the foregoing, Buyer shall pay Seller a fee in immediately available funds equal to $2,500,000 promptly, but in no event later than five business days, after the termination of this Agreement if (a) such termination is the result of failure to satisfy the condition in Section 3.1(e); (b) the failure to satisfy the condition in Section 3.1(e) is not the result of any failure by Seller to perform its covenants hereunder; and (b) no other condition to the obligations of Buyer in Section 3.1 has not been satisfied, other than those conditions which Seller is in a position to satisfy at the Closing.
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Expenses and Fee. A Lender which grants a participation in or assigns all or any part of its rights hereunder as set forth in Section 18.3 shall pay to the Agent on demand all expenses, including but not limited to legal fees (and value-added tax thereon), incurred by the Agent in connection with such participation or assignment. If as a result of such participation or assignment, the Agent incurs any increased costs or additional expenses in connection with the performance of its duties hereunder, the Participant or the Assignee, as the case may be, shall upon demand from time to time pay to the Agent such amount as shall compensate the Agent for any such reasonable increased costs or additional expenses (and the certificate of the Agent specifying the amount of such compensation shall be conclusive in the absence of manifest error). Upon the completion of each assignment pursuant to Section 18.3(b) (other than a security assignment in favor of a Federal Reserve Bank of the United States of America), a processing and recordation fee of US$3,500 shall be payable to the Agent.
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Expenses and Fee. 21 The expenses and fee of the impartial Arbitrator are to be borne equally by 22 both parties. Each party shall bear the cost of processing its own case.
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Expenses and Fee. Client shall pay TSAC a fee for the services provided, as specified in the Annex
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Expenses and Fee. Each party shall be responsible for its own legal, accounting and other expenses incurred in connection with the negotiation, execution, and delivery of this Agreement, the Note and other Transaction Documents.
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Expenses and Fee. (a) In the event (i) Seller terminates this Agreement pursuant to Section 9.1(a)(vi) or (ii) Buyer terminates pursuant to Section 9.1(a)(iv) and at or prior to such termination a Takeover Proposal shall have been announced, commenced or otherwise become publicly known or any person shall have publicly announced an intention to make a Takeover Proposal, then Seller shall pay to Parent an amount equal to the lesser of (i) Cdn $180,000 or (ii) Cdn $450,000 less the payment to be made by Seller pursuant to Section 9.3(b) (the “Termination Fee”) by wire transfer of immediately available funds to an account designated in advance by Buyer. The Termination Fee shall be payable at the time of termination. (b) In the event (i) Seller terminates this Agreement pursuant to Section 9.1(a)(vi) or (ii) Buyer terminates pursuant to Section 9.1(a)(iv), then the Seller shall pay to Buyer or otherwise reimburse Buyer and its Affiliates for all charges and expenses (including attorneys fees and expenses) incurred by Buyer and its Affiliates in connection with this Agreement and the transactions contemplated by this Agreement by wire transfer to an account designated in advance by Buyer. Any payment made pursuant to this Section 9.3(b) shall be payable at the time of termination and is in addition to any payment under Section 9.3(a). Notwithstanding the foregoing, the amount paid pursuant to this Section 9.3(b) shall not exceed Cdn $450,000.
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Related to Expenses and Fee

  • Expenses and Fees Except as expressly provided otherwise herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses.

  • Costs, Expenses and Fees (a) Clause 11.11 (Transaction Costs) of the Amended Facility Agreement applies to this Agreement as if it were expressly incorporated in it with any necessary modifications. (b) The Borrower shall pay to the Agent (for the account of each Lender) such fees in the amount and at the times specified in the relevant November 2023 Fee Letters.

  • Expenses and Costs Each Borrower, jointly and severally, agrees to pay and to save the Agent and the Lenders harmless for the payment of all fees, out-of-pocket disbursements, and other costs and expenses incurred by or on behalf of the Agent or any Lender arising in any way in connection with this Amendment, or any other document relating to indebtedness described in the recitals to this Amendment, including the fees and expenses of Dickinson Wright PLLC, counsel to the Agent, and AlixPartners, LLC, cxxxxxxxxx xx xxx Agent, and specifically including, without limitation, (a) the cost of any financial audit or inquiry conducted by the Agent, any Lender or their consultants, (b) the fees and expenses of counsel for the Agent or any Lender for the work performed as a result of the Borrowers' defaults or financial problems, and for the preparation, examination and approval of this Amendment or any documents in connection with this Amendment, (c) for the payment of all fees and out-of-pocket disbursements incurred by the Agent or any Lender, including attorneys' fees, in any way arising from or in connection with any action taken by the Agent or any Lender to monitor, advise, enforce or collect the obligations described in the recitals hereto or to enforce any obligations of the Borrowers or any Guarantor under this Amendment or the other documents referred to herein, including any actions to lift the automatic stay or to otherwise in any way participate in any bankruptcy, reorganization or insolvency proceeding of any Borrower or Guarantor or in any trial or appellate proceedings, and (d) any expenses or fees (including attorneys' fees) incurred in relation to or in defense of any litigation instituted by any Borrower, any Guarantor or any third party against the Agent or any Lender arising from or relating to the obligations described in the recitals hereto or this Amendment, including any so-called "lender liability" action. All of these expenses and fees (including attorneys' fees) shall be part of the Obligations owing under the Credit Agreement, and shall be secured by all of the collateral described in the Collateral Documents. In the event the Borrowers fail to pay any such fees, expenses and costs within five (5) days of being invoiced therefor, the Agent or the Lenders, as the case may be, shall be permitted to charge the accounts of any Borrower for such fees, expenses and costs, without prejudice to any other rights or remedies of the Agent or the Lenders. The rights and remedies of the Agent and the Lenders contained in this paragraph shall be in addition to, and not in lieu of, the rights and remedies contained in the Credit Agreement, the Collateral Documents and as otherwise provided by law.

  • Payment of Expenses and Fees 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager for due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide accountable due diligence expenses incurred by the Dealer Manager or any Selected Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Selected Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Selected Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

  • COSTS, EXPENSES AND ATTORNEYS' FEES Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to any Borrower or any other person or entity.

  • Costs and Fees If you hire an attorney to enforce this agreement I will pay your reasonable attorney's fees, where permitted by law. I will also pay your court costs and costs of collection, where permitted by law.

  • Costs, Expenses and Legal Fees Whether or not the transactions contemplated hereby are consummated, each party hereto shall bear its own costs and expenses (including attorneys' fees), except that each party hereto agrees to pay the costs and expenses (including reasonable attorneys' fees and expenses) incurred by the other parties in successfully (a) enforcing any of the terms of this Agreement or (b) proving that another party breached any of the terms of this Agreement.

  • Expenses Reimbursement State Street shall be entitled to receive from the Fund on demand reimbursement for its cash disbursements, expenses and charges, excluding salaries and usual overhead expenses, as set forth in Schedule A.

  • Expenses and Attorneys’ Fees Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

  • Expenses All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

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