Expenses Incurred on or Prior to the Distribution Date Sample Clauses

Expenses Incurred on or Prior to the Distribution Date. Except as otherwise provided in this Agreement, any Operating Agreement or any other agreement contemplated hereby, or as otherwise agreed to in writing by the Parties hereto, each of First Data and Western Union shall pay all Third Party fees, costs and expenses paid or incurred by it (including those fees, costs and expenses identified on Schedule 11.1(A)) in connection with the preparation, execution, delivery and implementation of this Agreement, any Operating Agreement, any other agreement contemplated hereby, the Form 10 Registration Statement, the Stock Options Registration Statement and the Distribution and the consummation of the transactions contemplated hereby and thereby (“Separation Costs”); provided, however, that First Data will pay all non-recurring Third Party fees, costs and expenses in connection with the foregoing incurred on or prior to the Distribution Date that First Data deems necessary to effect the Distribution (including those Separation Costs identified on Schedule 11.1(B)) and Western Union will pay all non-recurring Third Party fees, costs and expenses in connection with the foregoing incurred prior to the Distribution that are expected to benefit Western Union following the Distribution in the ordinary course of business (including those Separation Costs identified on Schedule 11.1(C)).
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Expenses Incurred on or Prior to the Distribution Date. (a) Fortune Brands and Cabinets will pay all Third Party fees, costs and expenses incurred in connection with the preparation, execution, delivery and implementation of this Agreement, any Transaction Agreement, the Form 10 Registration Statement, the Form S-8 Registration Statement and the Distribution and the consummation of the transactions contemplated hereby and thereby incurred on or prior to the Distribution Date in accordance with Schedule 9.1(a).
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Expenses Incurred on or Prior to the Distribution Date. Except as otherwise provided in this Agreement, any Operating Agreement or any other agreement contemplated hereby, or except as otherwise agreed to in writing by the Parties hereto, each of Marathon Oil and Marathon Petroleum shall pay all Out-of Pocket Expenses incurred in connection with the preparation, execution, delivery and implementation of this Agreement, any Operating Agreement, any other agreement contemplated hereby, the Form 10 Registration Statement and the Stock Options Registration Statement and the consummation of the Distribution and the other transactions contemplated hereby and thereby (“Separation Costs”) in accordance with the allocations set forth on Schedule 10.1.
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Expenses Incurred on or Prior to the Distribution Date. Except as otherwise provided in this Agreement or any Transaction Agreement, each of Fortune Brands and H&S shall pay all Third Party fees, costs and expenses paid or incurred by it in connection with the preparation, execution, delivery and implementation of this Agreement, any Transaction Agreement, the Form 10 Registration Statement, the Form S-8 Registration Statement and the Distribution and the consummation of the transactions contemplated hereby and thereby (“Separation Costs”); provided, however, that Fortune Brands will pay all non-recurring Third Party fees, costs and expenses in connection with the foregoing incurred on or prior to the Distribution Date that Fortune Brands deems necessary to effect the Distribution (including those Separation Costs identified on Schedule 9.1(A)) and H&S will pay all non-recurring Third Party fees, costs and expenses in connection with the foregoing incurred prior to the Distribution Date that are expected to benefit H&S following the Distribution in the ordinary course of business as set forth on Schedule 9.1(B).
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Expenses Incurred on or Prior to the Distribution Date. The Parties agree that each of Xxxx Xxx, CoffeeCo and DutchCo will benefit from the transactions contemplated by this Agreement and the Transaction Agreements. Except as otherwise provided in this Agreement, any Transaction Agreement, or any other written agreement between the Parties relating to the Separation, the fees, costs and expenses of the Parties that are incurred in connection with the Separation (“Spin-Related Costs”) and are set forth on Schedule 9.1 shall be allocated between the Parties by Xxxx Xxx in its sole discretion. Prior to the Distribution Date, Xxxx Xxx shall deliver a schedule of expenses (“Estimated Schedule of Expenses”) to the CoffeeCo Parties, which shall set forth in reasonable detail an estimate of the Spin-Related Costs required to be reimbursed by the CoffeeCo Parties pursuant to Schedule 9.1 and this Section 9.1 (the “CoffeeCo Spin-Related Costs”). Prior to the Effective Time, the CoffeeCo Parties shall make a payment to Xxxx Xxx in an amount equal to the total CoffeeCo Spin-Related Costs reflected in the Estimated Schedule of Expenses. No later than forty-five days after the Distribution Date, Xxxx Xxx shall send a final schedule of expenses (“Final Schedule of Expenses”), which shall reflect all invoices actually received through such date for the CoffeeCo Spin-Related Costs. If the total CoffeeCo Spin-Related Costs reflected in the Final Schedule of Expenses exceeds the total CoffeeCo Spin-Related Costs reflected in the Estimated Schedule of Expenses, then CoffeeCo shall make a payment to Xxxx Xxx in an amount equal to such excess within 10 days of receiving the Final Schedule of Expenses. If the total CoffeeCo Spin-Related Costs reflected in the Estimated Schedule of Expenses exceeds the total CoffeeCo Spin-Related Costs reflected in the Final Schedule of Expenses, then Xxxx Xxx shall make a payment to CoffeeCo in an amount equal to such excess within 10 days of delivering the Final Schedule of Expenses.
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Related to Expenses Incurred on or Prior to the Distribution Date

  • Indemnification for Additional Expenses Incurred to Secure Recovery or as Witness (a) The Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, any and all Expenses and, if requested by Indemnitee, shall advance on an as-incurred basis (as provided in Section 8 of this Agreement) such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action or proceeding or part thereof brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement, any other agreement, the Certificate of Incorporation or Bylaws of the Company as now or hereafter in effect; or (ii) recovery under any director and officer liability insurance policies maintained by the Company.

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise.

  • Expenses, Etc The Company agrees to reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for:

  • Reorganization of Company; Special Distributions If the Company is a party to a transaction subject to Section 5.01 (other than a sale of all or substantially all of the assets of the Company in a transaction in which the holders of Common Stock immediately prior to such transaction do not receive securities, cash or other assets of the Company or any other person) or a merger or binding share exchange which reclassifies or changes the outstanding Common Stock of the Company, the person obligated to deliver securities, cash or other assets upon conversion of Securities shall enter into a supplemental indenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental indenture shall provide that the Holder of a Security may convert it into the kind and amount of securities, cash or other assets which such Holder would have received immediately after the consolidation, merger, binding share exchange or transfer if such Holder had converted the Security immediately before the effective date of the transaction, assuming (to the extent applicable) that such Holder (i) was not a constituent person or an Affiliate of a constituent person to such transaction; (ii) made no election with respect thereto; and (iii) was treated alike with the plurality of non-electing Holders. The supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Article 11. The successor Company shall mail to Securityholders a notice briefly describing the supplemental indenture. If this Section applies, neither Section 11.06 nor 11.07 applies. If the Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities or any rights, warrants or options to purchase securities of the Company that, but for the provisions of Section 11.08(c), would otherwise result in an adjustment in the Conversion Rate pursuant to the provisions of Section 11.08, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

  • Indemnification for Expenses Incurred in Enforcing Rights The Company shall indemnify Indemnitee against any and all Expenses that are incurred by Indemnitee in connection with any action brought by Indemnitee for

  • Expenses Borne by JCM In addition to the expenses which JCM may incur in the performance of its investment advisory functions under this Agreement, and the expenses which it may expressly undertake to incur and pay under other agreements with the Trust or otherwise, JCM shall incur and pay the following expenses relating to the Fund's operations without reimbursement from the Fund:

  • Certain Deemed Contributions of Proceeds of Issuance of REIT Shares In connection with any and all issuances of REIT Shares, the General Partner shall make Capital Contributions to the Partnership of the proceeds therefrom, provided that if the proceeds actually received and contributed by the General Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.5 hereof and in connection with the required issuance of additional Partnership Units to the General Partner for such Capital Contributions pursuant to Section 4.2(a) hereof.

  • Expenses Borne by the Trust The Trust assumes and shall pay all expenses incidental to its organization, operations and business not specifically assumed or agreed to be paid by JCM pursuant to Sections 3 and 6 hereof, including, but not limited to, investment adviser fees; any compensation, fees, or reimbursements which the Trust pays to its Trustees who are not “interested persons,” as defined in the 1940 Act, of JCM; compensation and related expenses of the Chief Compliance Officer of the Trust and compliance staff, as authorized from time to time by the Trustees of the Trust; compensation (and any out-of-pocket expenses as may be agreed upon) of the Fund’s custodian, transfer agent, administrator, fund accounting agent, registrar and dividend disbursing agent; legal, accounting, audit and printing expenses; administrative, clerical, recordkeeping and bookkeeping expenses; brokerage commissions and all other expenses in connection with execution of portfolio transactions (including any appropriate commissions paid to JCM, its affiliates, or other Fund service providers, for effecting exchange listed, over-the-counter or other securities transactions); interest; all federal, state and local taxes (including stamp, excise, income and franchise taxes); costs of stock certificates and expenses of delivering such certificates to purchasers thereof; expenses of local representation in Massachusetts; expenses of shareholders’ meetings and of preparing, printing and distributing proxy statements, notices, and reports to shareholders; expenses of preparing and filing reports and tax returns with federal and state regulatory authorities; all expenses incurred in complying with all federal and state laws and the laws of any foreign country applicable to the issue, offer, or sale of shares of the Fund, including, but not limited to, all costs involved in the registration or qualification of shares of the Fund for sale in any jurisdiction, the costs of portfolio pricing services and compliance systems, and all costs involved in preparing, printing and mailing prospectuses and statements of additional information to Fund shareholders; and all fees, dues and other expenses incurred by the Trust in connection with the membership of the Trust in any trade association or other investment company organization.

  • Costs and Expenses, etc The Administrative Agent shall have received for the account of each Lender, all fees, costs and expenses due and payable pursuant to Section 9.03 of the Credit Agreement, if then invoiced.

  • Other Sales-Related Expenses Expenses of distributing the Portfolio's shares and the Contracts will be paid by Contracts Distributor and other parties, as they shall determine by separate agreement.

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