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.
Expenses and Fees. (a) Each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger.
(b) Diacrin agrees that:
(1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consum...
Expenses and Fees. The Company will reimburse Executive for reasonable out-of-pocket expenses incurred by Executive as a result of his cooperation with the obligations described in Section 8.1, within thirty (30) days of the presentation of appropriate documentation thereof, in accordance with the Company’s standard reimbursement policies and procedures. After termination of Executive’s employment, the Company will also pay Executive a reasonable fee in the amount of $200 per hour for the time Executive devotes to matters as requested by the Company under Section 8.1 (the “Fees”). The Company will not deduct or withhold any amount from the Fees for taxes, social security, or other payroll deductions, but will instead issue an IRS Form 1099 with respect to the Fees. Executive acknowledges that in cooperating in the manner described in Section 8.1, he will be serving as an independent contractor, not a Company employee, and he will be entirely responsible for the payment of all income taxes and any other taxes due and owing as a result of the payment of Fees. Executive hereby indemnifies the Company and its officers, directors, agents, attorneys, employees, shareholders, subsidiaries, and affiliates and holds them harmless from any liability for any taxes, penalties, and interest that may be assessed by any taxing authority with respect to the Fees, with the exception of the employer’s share of employment taxes subsequently determined to be applicable, if any.
Expenses and Fees. 31 SECTION 7.7 Agreement to Cooperate..................................... 32 SECTION 7.8 Public Statements.......................................... 32 SECTION 7.9
Expenses and Fees. The Company will reimburse the Executive for reasonable out-of-pocket expenses incurred by the Executive as a result of his cooperation with the obligations described in this Section 6.7, within thirty (30) days of the presentation of appropriate documentation thereof, in accordance with the Company’s standard reimbursement policies and procedures. Except as provided in the preceding sentence, the Executive will not be entitled to any compensation for activities performed pursuant to this Section 6.7 during the period for which the Executive has been provided Base Salary as a severance benefit. Thereafter, the Company will pay the Executive a compensation for activities performed pursuant to this Section 6.7 based on an hourly rate of 160th of the Executive’s monthly Base Salary immediately preceding the termination of employment (the “Fees”). In performing obligations under this Section 6.7 following termination of this Agreement, the Executive agrees and acknowledges that he will be serving as an independent contractor, not as a Company employee, and he will be entirely responsible for the payment of all income taxes and any other taxes due and owing as a result of the payment of Fees, will not be eligible to participate in any Company benefit plans while performing such services.
Expenses and Fees. The Borrower shall pay to the Bank or reimburse the Bank for the following costs, expenses and fees in addition to any other costs, expenses and fees required to be paid by the Borrower pursuant to any of the Loan Documents, whether or not the Loan is funded:
(i) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and all disbursements of the Bank's counsel) actually incurred in connection with:
(A) the preparation, negotiation, execution and delivery of the Loan Documents (including without limitation the reasonable fees and disbursements of the Bank's counsel) and any and all other documents and instruments prepared in connection herewith, including but not limited to all amendments, modifications, waivers, consents, forbearances and other documents and instruments prepared or entered into from time to time, including after the Closing Date;
(B) the satisfaction of all of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and
(C) and any and all other costs and expenses associated with the making of the Loan, including without limitation lien and title search costs and fees, title insurance premiums, environmental assessment and investigation costs, feasibility studies and engineering reports, recording fees, any stamp or recording taxes and any brokerage fees;
(ii) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel actually incurred) in connection with (A) the collection of the Obligations and the enforcement of this Agreement and the other Loan Documents, including in connection with any restructuring or workout of the Obligations arising pursuant to a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents;
(iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and
(iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in conte...
Expenses and Fees. Whether or not the transactions contemplated by this Agreement are consummated, each of the Parties hereto shall pay the fees and expenses of its counsel, accountants and other experts incident to the negotiation and preparation of this Agreement and consummation of the transactions contemplated hereby. Buyers shall be responsible for the cost of all fees for the recording of transfer documents and any sales, transfer, stamp or other excise taxes resulting from the transfer of the Producing Properties to Buyers. All other costs shall be borne by the Party incurring such costs.
Expenses and Fees. (a) All reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company, if any, shall be paid by the Company.
(b) The Company shall pay the fees and expenses of the Legal Counsel in connection with the review and overseeing the Registration Statement and all New Registration Statements on Investors’ behalf, subject to a maximum fee of $20,000 per Registration Statement and any New Registration Statement.
Expenses and Fees. The Employer shall also be authorized to reimburse the Fund for all expenses and fees incurred in the administration of the Plan or Trust and paid out of the assets of the Fund. Such expenses shall include, but shall not be limited to, fees for professional services, printing and postage. Commissions may not be reimbursed.
Expenses and Fees. Each of the parties shall bear and pay all costs and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby.
