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. The sponsor shall assume full responsibility for all expenses and liabilities incident to all activities associated with the event.
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. 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. Other than as may be set forth in the Definitive Agreement or as specifically set forth herein, each Party agrees to pay their own legal, accounting, and other costs associated with the Business Combination.
Expenses and Liabilities. Any expenses or liabilities incurred by the Sellers Representative in connection with the performance of his duties under this Agreement or the other documents and agreements contemplated hereby shall not be the personal obligation of the Sellers Representative but shall be payable by the Sellers based on their respective Allocation Percentage; provided that the Sellers Representative shall first satisfy any such expenses or liabilities by using funds from the Sellers Representative Admin Expense Fund. The Sellers Representative shall provide the Sellers with an accounting of all expenses paid from the Sellers' Representative Admin Expense Fund upon final distribution of the General Indemnity Holdback Amount. The Sellers Representative shall be entitled to use and apply the funds in the Sellers Representative Admin Expense Fund to reimburse or indemnify himself from and against any costs, fees, expenses and Losses (including compensation for his time at a reasonable rate not to exceed $500.00 per hour), and to the extent that the Sellers Representative determines (in his sole discretion) that no further amounts are necessary to be held by the Sellers Representative, the Sellers Representative shall (i) deliver to the Paying Agent (for further distribution to the former Company Unitholders and former LGC Stockholders in accordance with their respective Allocation Percentages and LGC Allocation Percentages) the portion of the Sellers Representative Admin Expense Fund allocable to the Company Units and Company RMUs and (ii) deliver to the Surviving Company (for further payment to the former Company UAR Holders (solely with respect to In-the-Money Company UARs), Company MUR Holders and Company PMUR Holders, in each case accordance with their respective Allocation Percentages) the portion of the Sellers Representative Admin Expense Fund allocable to the In-the-Money Company UARs, Company MURs and Company PMURs.
Expenses and Liabilities. Any fees, costs, expenses or Liabilities incurred by the Equityholder Representative in connection with the performance of its duties under Table of Contents 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 Equityholders (in accordance with their respective Pro Rata Share). The Equityholder Representative may from time to time submit invoices to the Company Equityholders 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.
