Expenses of the Seller Representative Sample Clauses

Expenses of the Seller Representative. The Sellers shall promptly reimburse the Seller Representative in proportion to each such Seller’s Transferred Percentage for the Seller Representative’s out-of-pocket fees and expenses in performing under this Agreement and the other Transaction Documents, and for any amounts paid by the Seller Representative on the Sellers’ behalf in connection with the protection, defense or enforcement of any rights under this Agreement or the other Transaction Documents (in each case including any legal, accounting and other advisors’ fees and expenses).
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Expenses of the Seller Representative. The Seller Representative is entitled to retain counsel and to incur such expenses (including court costs and reasonable attorneys’ fees and expenses) as the Seller Representative deems to be necessary or appropriate in connection with its performance of its obligations under this Agreement. Each Seller will bear a percentage of all reasonable fees and expenses incurred by the Seller Representative in performing its duties hereunder or under the Escrow Agreement, which percentage is equal to such Seller’s pro rata share of the Reserve Amount. Such expenses may be paid from the Reserve Amount.
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Expenses of the Seller Representative. To the extent the Seller Representative incurs out-of-pocket fees and expenses and indemnifications (including legal, accounting and other advisors' fees and expenses, if applicable) in performing its duties and obligations under this Agreement, the Seller Representative shall be reimbursed by Seller.
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Expenses of the Seller Representative. The Seller Representative shall be entitled to withdraw cash amounts held in the account containing the Seller Representative Expense Amount in reimbursement for out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Seller Representative in performing under this Agreement and the Escrow Agreement. In the event that the Seller Representative Expense Amount is insufficient to cover the fees and expenses incurred by the Seller Representative in performing under this Agreement, each of the Common Equityholders shall be obligated to pay their Pro Rata Share of any such deficiency. Without limiting the foregoing, the Seller Representative shall be entitled to deduct any such fees and expenses in excess of the then-remaining portion of the Seller Representative Expense Amount from any amounts payable to the Common Equityholders in accordance with the terms of this Agreement or the Escrow Agreement.
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Related to Expenses of the Seller Representative

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Expenses of the Representative The Company further agrees that, in addition to the expenses payable pursuant to Section 4.6(a), on the Closing Date it will reimburse the Representative for its reasonable, out-of-pocket expenses incurred, including travel, databases, fees and disbursements of legal counsel, and of other consultants and advisors not to exceed $105,000 without the Company’s prior consent by deduction from the proceeds of the Offering contemplated herein.

  • Indemnification of the Sellers Subject to the limitations set forth in Article VII hereof, Purchaser shall indemnify and hold harmless each of the Sellers, its Affiliates and successors to the foregoing and the respective Representatives of each such indemnified Person (collectively, the “Seller Indemnified Parties”) from and against any and all Losses paid, suffered or incurred by any Seller Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to:

  • Responsibilities of the Seller (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder.

  • Expenses of the Parties Except as otherwise provided herein, all expenses incurred by or on behalf of the parties hereto in connection with the authorization, preparation and consummation of this Agreement, including, without limitation, all fees and expenses of agents, representatives, counsel and accountants employed by the parties hereto in connection with the authorization, preparation, execution and consummation of this Agreement shall be borne solely by the party who shall have incurred the same.

  • Expenses of the Company The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following:

  • Indemnification of the Seller Buyer agrees to indemnify, defend and hold Seller, its directors, officers, employees and agents, harmless from and against any and all Losses based upon, arising out of or otherwise in respect of a breach of any warranty, agreement, covenant or representation made in this Agreement by Buyer or in any statement, document, exhibit or certification furnished by Buyer pursuant hereto.

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