Expenses and Liabilities. Each Beneficiary shall indemnify the Mortgages Trustee from time to time with such regularity as is reasonably agreed between the parties, in respect of the Funding Share and the Seller Share, respectively, of the documentable costs, expenses and/or liabilities directly and properly incurred by the Mortgages Trustee in performing its obligations hereunder or otherwise in acting as trustee in accordance with the terms of this Deed and the other Transaction Documents to which the Mortgages Trustee is a party inclusive (if applicable) of any amounts in respect of Irrecoverable VAT incurred in respect of such costs and expenses.
Expenses and Liabilities. Consultant agrees that as an independent contractor, he is solely responsible for all expenses (and profits/losses) he incurs in connection with the performance of services. Consultant understands that he will not be reimbursed for any supplies, equipment, or operating costs, nor will these costs of doing business be defrayed in any way by the Client. In addition, the Client does not guarantee to Consultant that fees derived from Consultant’s business will exceed Consultant’s costs.
Expenses and Liabilities. Except for specifically approved Expenses reimbursed in accordance with the terms set forth in Section 3.2 above, Consultant agrees that as an independent contractor, he/she is solely responsible for all operating costs and profits/losses she incurs in connection with the performance of the Services. Consultant understands that he/she will not be reimbursed for any supplies, equipment, or operating costs, nor will these costs of doing business be defrayed in any way by the Client, except for the specifically approved Expenses reimbursed in accordance with Section 3.2 above. In addition, the Client does not guarantee to Consultant that fees derived from Consultant’s business will exceed Consultant’s costs.
Expenses and Liabilities. Consultant agrees that as an independent contractor, he is solely responsible for all expenses (and profits/losses) he incurs in connection with the performance of services. Consultant understands that he will not be reimbursed for any supplies, equipment, or operating costs, nor will these costs of doing business be defrayed in any way by the Client. In addition, the Client does not guarantee to Consultant that fees derived from Consultant’s business will exceed Consultant’s costs. Notwithstanding the foregoing, the Client shall reimburse Consultant for reasonable out-of-pocket expenses incurred or paid by Consultant with respect to travel (or other reasonable expenses), all of which must be pre-approved in writing by Client.
Expenses and Liabilities. Attached as Schedule 4.19 are (i) a schedule listing all of the expenses and liabilities relating to the Medical Device Global Operations as of and for the fiscal year ending December 31, 2004 (the “2004 Expense and Liability Schedule”); (ii) a schedule listing all of the expenses and liabilities relating to the Medical Device Global Operations as of and for the six (6) months ended June 30, 2005 (the “2005 Expense and Liability Schedule”, and together with the 2004 Expense and Liability Schedule, the “Expense and Liability Schedules”). To Seller’s Knowledge, the Expense and Liability Schedules present fairly the expenses and liabilities of the Medical Device Global Operations as of the dates and during the periods indicated therein.
Expenses and Liabilities. For purposes of this Agreement, “expenses” shall include all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements), actually and reasonably incurred by the Indemnitee in connection with either the investigation, defense, resolution or appeal of a proceeding or establishing or enforcing a right to indemnification under this Agreement or the Indemnification Sections or otherwise; and “liabilities” shall include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a proceeding. “Expenses” and “liabilities” shall not include any expenses or liabilities in connection with any claim made against the Indemnitee:
Expenses and Liabilities. Except as discussed below, Consultant agrees that as an independent contractor, he is solely responsible for all out of pocket expenses he incurs in connection with the Services. Prudential agrees to supply an appropriate workstation, personal computer, telephone, other reasonable office supplies and access to other services as needed. Notwithstanding the foregoing, upon the submission of reasonable documentation, Prudential agrees to reimburse Consultant for expenses that have been approved in writing and in advance by Xxxx Xxxxx or Xxxxxx Xxxxxx, or their designees. For such reimbursements, Prudential shall reimburse Consultant on a monthly basis, within thirty (30) days after Prudential’s receipt from Consultant of a reasonably detailed request, accompanied by copies of receipted bills, canceled checks and other satisfactory evidence of Consultant’s payment of the reimbursable expenses. Upon termination of this Agreement, Prudential shall promptly reimburse Consultant for all reasonable pre-approved expenses due and owing to Consultant.
Expenses and Liabilities. The sponsor shall assume full responsibility for all expenses and liabilities incident to all activities associated with the event.
Expenses and Liabilities. Any expenses or liabilities incurred by the Securityholders’ Representative in connection with the performance of its duties under this Agreement or the Escrow Agreement shall not be the personal obligation of the Securityholders’ Representative but shall be payable by the Securityholders based on each Securityholder’s Pro Rata Share. The Securityholders’ Representative may from time to time submit invoices to the Securityholders covering such expenses and/or liabilities and, upon the request of any Securityholder, the Securityholders’ Representative shall provide such Securityholder with an accounting of all expenses paid. In addition to any other rights or remedies, the Securityholders’ Representative may, upon notice, offset any amounts determined by it to be owed to the Securityholders’ Representative against the Securityholders’ Representative Amount and against any amounts to be paid to the Securityholders hereunder. Subject to the limitations set forth in the next succeeding proviso, upon any distribution to the Securityholders’ Representative of funds from Parent or the Surviving Entity following the Closing (but not at the Closing) pursuant to this Agreement or from the Escrow Fund pursuant to the Escrow Agreement, the Securityholders’ Representative may (x) set off any expenses or liabilities incurred by the Securityholders’ Representative in its capacity as the Securityholders’ Representative against such funds otherwise distributable to the Securityholders or (y) retain a portion of such funds as additional funds to be used in the same manner as the Securityholders’ Representative Amount if the Securityholders’ Representative believes in good faith that such retention of funds may be necessary to satisfy the expenses or liabilities of the Securityholders’ Representative under this Agreement or the Escrow Agreement; provided that the Securityholders’ Representative may not retain funds from any such distribution to the extent that the amount retained from such distribution plus any remaining and unused portion of the Securityholders’ Representative Amount would exceed the original amount of the Securityholders’ Representative Amount; and provided further that, in the case of the foregoing clauses (x) and (y), any amount set off or retained in accordance with such clauses shall be set off against and/or retained from such funds otherwise distributable to the Securityholders on a pro rata basis in accordance with their respective Pro Rata Shares.
Expenses and Liabilities. Any fees, costs, expenses or Liabilities incurred by the Equityholder Representative in connection with the performance of its duties under this Agreement or any Ancillary Agreement shall not be the personal obligation of the Equityholder Representative but shall be payable by and attributable to the Company Shareholders (in accordance with their respective Pro Rata Share). The Equityholder Representative may from time to time submit invoices to the Company Shareholders covering such fees, costs, expenses or Liabilities and, upon the request of any Company Equityholder, shall provide such Company Equityholder with an accounting of all fees, costs, expenses or Liabilities paid.
