Expenses of Purchase Sample Clauses

Expenses of Purchase. The Company shall be responsible for and shall bear all expenses directly and necessarily incurred by it in connection with the Purchase, including, but not limited to, the following: filing fees, registrar and transfer agent fees, investigatory fees (including, but not limited to travel, lodging and entertainment expenses), issuer's counsel and accounting fees, blue sky fees and counsel, if any, and issue and transfer taxes, if any.
Sample 1
Expenses of Purchase. Each of the purchase agreements giving effect to the purchase of Merck Contributed Non-U.S. Assets (whether concurrently with or after the Closing) shall provide that all of the costs and expenses associated with such purchase (other than the specified consideration for such purchase), including the costs and expenses of counsel and other advisors, and all registration, transfer or stamp duties and other comparable duties and Taxes, but excluding any allocation for salaries, shall be paid by the seller (Merck or a Merck Subsidiary, as the case may be), and that to the extent any of such costs or expenses has been incurred by the purchaser or any of its Affiliates (Merial or a Merial Subsidiary, as the case may be), the seller shall indemnify the payor thereof for such costs or expenses.
Sample 1

Related to Expenses of Purchase

  • 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: (a) Reasonable compensation, fees and related expenses of the Trust's officers and its Trustees, except for such Trustees who are not "interested persons," as defined in the 1940 Act, of JCM; and (b) Rental of offices of the Trust.

  • PAYMENT OF CLOSING COSTS In addition to the costs set forth in Paragraphs 3.1 and 3.2, Purchaser and Seller shall each pay for one-half of the costs of the documentary or transfer stamps to be paid with reference to the "Deed" (hereinafter defined) and all other stamps, intangible, transfer, documentary, recording, sales tax and surtax imposed by law with reference to any other sale documents delivered in connection with the sale of the Property to Purchaser and all other charges of the Title Insurer in connection with this transaction.

  • Closing Costs The costs attributed to the Closing of the Property shall be the responsibility of ☐ Buyer ☐ Seller ☐ Both Parties. The fees and costs related to the Closing shall include but not be limited to a title search (including the abstract and any owner’s title policy), preparation of the deed, transfer taxes, recording fees, and any other costs by the title company that is in standard procedure with conducting the sale of a property.

  • Allocation of Costs and Expenses The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund's custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services.

  • Costs and Expenses: Allocation of Costs A. The Transfer Agent will be responsible for all expenses, costs and other charges arising out of the performance of its obligations pursuant to this Contract, including the fees and disbursements of any third party retained to perform any of the services to the Fund on behalf of the Transfer Agent; all paper, typesetting, printing, stationery, envelopes, postage, labeling costs, mail sorting and other similar costs of preparing and mailing any dividend or redemption payment, all shareholder reports (including the cost of printing and mailing prospectuses sent to current shareholders, including the beneficial owners of Accounts), tax statements, confirmations, notices and statements of account; all telephone and computer equipment and usage charges; all personnel expenses, heat, light, rent, utilities, equipment purchases or rentals; all insurance premiums associated with FIIOC’s provision of services under this Contract, unless the Trustees of the Fund shall have specifically authorized an allocation of all or a portion of the premium to the Fund; all costs associated with the provision of check redemption services (including, the costs of printing and mailing of checks and checkbooks to shareholders, the charges of any vendor retained by the Fund to process checks for payment, and the charges of sending canceled checks to shareholders); and all other necessary expenses associated with the provision of services under the Contract. B. Notwithstanding the foregoing, the Fund shall be required to bear all expenses for all Accounts associated with: (i) all fees and expenses of registering shares for sale under the state securities laws (“blue sky charges”); and (ii) the holding of annual or special meetings of Fund shareholders, including: the costs of typesetting, printing, postage and mailing of notices, proxy cards and proxy statements (and, if requested by a shareholder, annual reports sent to those shareholders that have opened accounts subsequent to the last regular mailing date of such reports to shareholders); the fees and other disbursements of any agent hired to mail proxy materials and/or tabulate proxies; all charges incurred by any proxy soliciting agent; the reasonable and customary fees and handling charges of brokers, banks and other intermediaries for forwarding proxy materials; all other customary expenses associated with the holding of shareholder meetings. C. The Fund shall not bear expenses for Accounts associated with charges of any bank for establishing and operating accounts for the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds (together, “bank charges”). The Transfer Agent shall look exclusively to FMR for payment of bank charges. D. Any amounts earned by the bank accounts established pursuant to paragraph 3(D) above on overnight repurchase agreements or money market funds shall be allocated to the Fund on a pro rata basis based on the amount of moneys attributable to the Fund invested in such repurchase agreements or money market funds.

  • Sellers’ Costs and Expenses Except as may otherwise be provided in this Agreement, including Section 8.1, or in the Purchase Agreement, all expenses and costs incurred by the Sellers in connection with the performance of their obligations hereunder shall be the responsibility of, paid by and for the account of the Sellers.

  • CONTRACT LIMIT, FEES AND EXPENSES changing the not-to-exceed amount of the Contract from TWO MILLION SIX HUNDRED TWENTY-SEVEN THOUSAND THREE HUNDRED DOLLARS AND ZERO CENTS ($2,627,300.00) to TWO MILLION EIGHT HUNDRED SEVENTEEN THOUSAND FIVE HUNDRED SEVENTY-FIVE DOLLARS AND ZERO CENTS ($2,817,575.00), as approved by the Executive Director on May 2, 2022.

  • Expenses; Attorneys’ Fees The prevailing party shall be awarded all costs and expenses of the proceeding, including, but not limited to, attorneys’ fees, filing and service fees, witness fees, and arbitrators’ fees. If arbitration is commenced, the arbitrator will have full authority and complete discretion to determine the “prevailing party” and the amount of costs and expenses to be awarded.

  • Costs, Expenses and Legal Fees Whether or not the transactions contemplated hereby are consummated, each party hereto shall bear its own costs and expenses (including attorneys' fees), except that each party hereto agrees to pay the costs and expenses (including reasonable attorneys' fees and expenses) incurred by the other parties in successfully (a) enforcing any of the terms of this Agreement or (b) proving that another party breached any of the terms of this Agreement.

  • Legal Fees and Expenses The parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement.