Expenses, Fees, etc. (a) Subject to subsections 5(b) through 5(e), all fees and expenses, including accounting expenses, portfolio transfer taxes (if any) or other similar expenses incurred directly in connection with the consummation by BB&T, the BB&T Fund, Advisors, the Sterling Fund and Sterling Capital Management LLC, the investment adviser to the BB&T Fund and the Sterling Fund, of the transactions contemplated by this Agreement will be borne by Sterling Capital Management LLC, including the costs of proxy materials, proxy solicitation, and legal expenses. All such fees and expenses incurred and so borne by Sterling Capital Management LLC shall be solely and directly related to the transactions contemplated by this Agreement and shall be paid directly by Sterling Capital Management LLC to the relevant providers of services or other payees, in accordance with the principles set forth in Revenue Ruling 73-54, 1973-1 C.B. 187. Fees and expenses not incurred directly in connection with the consummation of the transactions contemplated by this Agreement will be borne by the party incurring such fees and expenses. Notwithstanding the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by the other party of such expenses would result in the disqualification of the BB&T Fund or the Sterling Fund, as the case may be, as a "regulated investment company" within the meaning of Section 851 of the Code. Sterling Fund shareholders will pay their respective expenses, if any, incurred in connection with the transactions contemplated by this Agreement. Neither the BB&T Fund nor the Sterling Fund will pay the Sterling Fund shareholders' expenses.
(b) In the event the transactions contemplated by this Agreement are not consummated by reason of Advisors being either unwilling or unable to go forward (other than by reason of the nonfulfillment or failure of any condition to Advisors' obligations referred to in Section 8(a) or Section 10), Advisors shall pay directly all reasonable fees and expenses incurred by BB&T in connection with such transactions, including, without limitation, legal, accounting and filing fees.
(c) In the event the transactions contemplated by this Agreement are not consummated by reason of BB&T being either unwilling or unable to go forward (other than by reason of the nonfulfillment or failure of any condition to BB&T's obligations referred to in Section 8(a) or Section 9), BB&T shall pay dir...
Expenses, Fees, etc a. Except as otherwise provided in this Section 5, CDC IXIS Asset Management North America, L.P. ("CDC"), by countersigning this Agreement, agrees that it will bear any and all costs and expenses of the transaction incurred by the Acquiring Fund and the Acquired Fund; PROVIDED, HOWEVER, that the Acquiring Fund and the Acquired Fund will each pay any brokerage commissions, dealer mark-ups and similar expenses that it may incur in connectiox xxth the purchases or sale of portfolio securities; and provided further that the Acquiring Fund will pay all governmental fees required in connection with the registration or qualification of the Merger Shares under applicable state and federal laws. Notwithstanding any of the foregoing, costs and expenses will in any event be paid by the party directly incurring them if and to the extent that the payment by another party of such costs and expenses would result in the disqualification of such party as a "regulated investment company" within the meaning of Section 851 of the Code.
b. Notwithstanding any other provisions of this Agreement, if for any reason the transactions contemplated by this Agreement are not consummated, neither the Acquiring Fund nor the Acquired Fund shall be liable to the other for any damages resulting therefrom, including, without limitation, consequential damages.
Expenses, Fees, etc. <![if !supportLists]>(a) <![endif]>All fees and expenses, including legal and accounting expenses, portfolio transfer taxes (if any) or other similar expenses incurred in connection with the consummation by Acquired Fund and Acquiring Fund of the transactions contemplated by this Agreement will be borne by Massachusetts Mutual Life Insurance Company. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another party of such expenses would result in the disqualification of Acquiring Fund or Acquired Fund, as the case may be, as a “regulated investment company” within the meaning of Section 851 of the Code. <![if !supportLists]>(b) <![endif]>Reserved. <![if !supportLists]>(c) <![endif]>Reserved. <![if !supportLists]>(d) <![endif]>Reserved. <![if !supportLists]>(e) <![endif]>Notwithstanding any other provisions of this Agreement, if for any reason the transactions contemplated by this Agreement are not consummated, no party shall be liable to the other party for any damages resulting therefrom, including without limitation consequential damages, except as specifically set forth above.
Expenses, Fees, etc. The Corporation hereby agrees to pay on demand all reasonable costs and expenses of the Lender in connection with the preparation, negotiation, execution, and delivery of the Loan Documents and any and all amendments, modifications, renewals, extensions, and supplements thereof and thereto, including, without limitation, the fees and expenses of legal counsel for the Lender and other professionals.
Expenses, Fees, etc. (a) Except as set forth below, each of Xxxxxxxxxx II and GMF shall be responsible for its respective fees and expenses of the Reorganization. Notwithstanding the foregoing, GGI, the parent corporation to the investment adviser of the Acquiring Fund, will be responsible for all of Xxxxxxxxxx II's and GMF's fees, costs and expenses relating to (i) the Reorganization, including, but not limited to, the N-14 Registration Statement, all of Xxxxxxxxxx II's proxy solicitation costs (including the costs of preparing, printing and mailing proxy materials, the Special Shareholders Meeting, preparing this Agreement and associated legal fees), consultants retained by the Board of Trustees of Xxxxxxxxxx to assist the Board in evaluating the terms of the Reorganization, and any and all such meetings of the Board of Trustees of Xxxxxxxxxx II as such meetings relate to the Reorganization and the Acquired Fund, including, but not limited to, special meetings held on December 16, 2002, January 14, 2003, February 11, 2003, February 19, 2003 and March 5, 2003 (collectively, the "Reorganization Expenses"). and (ii) the cost of run-off errors and omission insurance for the Trustees and officers of Xxxxxxxxxx II (limited only to matters related to the Acquired Fund and in a form reasonably acceptable to Xxxxxxxxxx II and as described in Section 11 hereto).
(b) Each of Xxxxxxxxxx II, GMF, GGI and Commerzbank agrees to use its commercially reasonable best efforts to complete the Reorganization. This agreement notwithstanding:
(i) Should either Xxxxxxxxxx II or GMF, in good faith, choose for commercially reasonable reasons to abandon the Reorganization prior to its completion, or if such Reorganization cannot be completed other than for a reason set forth in (ii), (iii), or (iv) below (the "Abandoned Reorganization"), then the aggregate Reorganization Expenses shall be paid equally by each of GGI and Commerzbank.
(ii) Should GMF (or GGI, as the case may be) breach or cause to be breached a material provision of this Agreement resulting in a failure to complete the Reorganization, then GGI will bear 100% of the Reorganization Expenses.
(iii) Should Xxxxxxxxxx II breach or cause to be breached a material provision of this Agreement resulting in a failure to complete the Reorganization, then Commerzbank will bear 100% of the Reorganization Expenses.
(iv) Should the Reorganization not receive the requisite vote of shareholders to approve the Reorganization, then GGI will bear 100% of t...
Expenses, Fees, etc a. The Adviser will bear the costs and expenses arising directly from the transactions contemplated by this Agreement, whether or not the Reorganization is consummated for any reason; provided, however, that the costs of restructuring a Fund’s portfolios, including, but not limited to, brokerage commissions and other transaction costs, will be borne by the Fund directly incurring them. Notwithstanding any of the foregoing, costs and expenses will in any event be paid by the party directly incurring them if and to the extent that the payment by another party of such costs and expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Sections 851 and 852 of the Code.
b. Notwithstanding any other provision of this Agreement, if for any reason the transactions contemplated by this Agreement are not consummated, no party shall be liable to any other party for any damages resulting therefrom, including, without limitation, consequential damages, except as specifically set forth herein.
Expenses, Fees, etc. Except as otherwise provided in this Section 5, IXIS Anchor Acquisition, LLC (to be renamed Gateway Investment Advisers, LLC as of 4:01 p.m. on February 15, 2008), by countersigning this Agreement, agrees that it will bear any and all costs and expenses of the transaction incurred by the Acquiring Fund and the Acquired Fund including the costs and expenses of the dissolution of the Acquired Fund, including without limitation the costs and expenses of any state or federal filings to terminate the existence of the Existing Trust and deregister the Existing Trust as an investment company; provided, however, that the Acquiring Fund and the Acquired Fund will each pay any brokerage commissions, dealer xxxx-ups and similar expenses ("Portfolio Expenses") that it may incur in connection with the purchases or sale of portfolio securities; and provided further that, IXIS Anchor Acquisition, LLC or its affiliates will pay or reimburse the Acquiring Fund for all governmental fees required in connection with the registration or qualification of the Merger Shares issued in connection with the reorganization described in this Agreement.
Expenses, Fees, etc. Each of Company and Trust shall be responsible for its respective fees and expenses of the Reorganization. The Trust will be responsible for its organization costs. Company will be responsible for proxy solicitation and other costs associated with the Special Meeting.
Expenses, Fees, etc. (a) Subject to the further provisions of this Section 5, TOC shall be responsible for the fees and expenses of the Reorganization. The Acquiring Series will be responsible for its organization costs. CGOF will be responsibe for proxy solicitation and other costs associated with its annual meeting (or special meeting in lieu thereof) to the extent such costs are comparable to those incurred for annual meetings in recent prior years. TOC has undertaken to absorb all other costs of the Reorganization.
(b) In the event the transactions contemplated by this Agreement are not consummated by reason of CGOF's being either unwilling or unable to go forward (other than by reason of the nonfulfillment or failure of any condition to CGOF's obligations referred to in Section 7(a) or Section 9), CGOF shall pay directly all reasonable fees and expenses incurred by TCG in connection with such transactions, including, without limitation, legal, accounting and filing fees.
(c) In the event the transactions contemplated by this Agreement are not consummated by reason of CGOF's being either unwilling or unable to go forward (other than by reason of the nonfulfillment or failure of any condition to TCG's
Expenses, Fees, etc a. The Acquired Fund will bear the costs and expenses arising directly from the transactions contemplated by this Agreement, whether or not the Reorganization is consummated for any reason, including the costs of restructuring the Acquiring Fund’s portfolio, including, but not limited to, brokerage commissions and other transaction costs.
b. Notwithstanding any other provision of this Agreement, if for any reason the transactions contemplated by this Agreement are not consummated, no party shall be liable to any other party for any damages resulting therefrom, including, without limitation, consequential damages, except as specifically set forth herein.
