Expenses; Payments. (a) Except as otherwise specified in this Agreement, whether or not the transactions contemplated hereby are consummated, each Party shall pay its own costs and expenses incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.
(b) Purchasers shall be responsible for the payment of any filing fees with respect to any filings required under the HSR Act in connection with this Agreement and any R&W Costs.
(c) Each Party agrees that, where not otherwise specified, all amounts required to be paid hereunder shall be paid in United States currency and, except as otherwise expressly set forth in this Agreement, without discount, rebate or reduction and subject to no counterclaim or offset, on the dates specified herein (with time being of the essence). In the event any Actions or Proceedings is commenced or threatened by any Person to enforce its rights under this Agreement against any other Person, if the defendant in such Actions or Proceedings is the prevailing party in such Actions or Proceedings, all reasonable and documented out-of-pocket fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by such prevailing party in connection with such Actions or Proceedings shall be reimbursed by the non-prevailing party in such Actions or Proceedings; provided that if the defendant in such Actions or Proceedings prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such Actions or Proceedings shall award a reimbursement of the fees, costs and expenses incurred by such defendant on an equitable basis. For purposes hereof, and without limitation, the defendant shall be deemed to have prevailed in any Actions or Proceedings if the Person attempting to enforce its rights hereunder commences or threatens any such Actions or Proceedings and (i) such underlying claim(s) are subsequently dropped, voluntarily dismissed, or voluntarily reduced and/or (ii) such defendant defeats any such claim(s).
Expenses; Payments. Each party hereto agrees to bear its own expenses (including, without limitation, the reasonable fees and disbursements of counsel) in connection with the negotiation and preparation of this Agreement and its performance hereunder.
Expenses; Payments. Except as otherwise provided herein, each party shall bear and pay all costs and expenses which it incurs, or which may be incurred on its behalf, in connection with this TSA and the transactions contemplated hereby. Unless otherwise indicated, all dollar amounts stated in this TSA are stated in U.S. currency, and all payments required under this TSA shall be paid in U.S. currency in immediately available funds.
Expenses; Payments. Whether or not any Transaction is consummated or this Agreement is terminated or expires, the Company agrees, upon request, but no less frequently than monthly, to reimburse Jxxxxx Xxxxxx promptly for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) incurred in connection with the preparation of documents or other matters relating to the Transaction, provided that Jxxxxx Xxxxxx shall seek prior written approval from the Company for all expenses in aggregate in excess of $10,000. All fees and expenses payable under this agreement are payable in U.S. dollars in immediately available funds. All fees, expenses and other payments under this agreement shall be paid without giving effect to any withholding or deduction of any tax or similar governmental assessment.
Expenses; Payments. (a) Except as otherwise provided in this Agreement, the parties shall bear their respective direct and indirect costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement.
(b) Unless otherwise indicated, all dollar amounts stated in this Agreement are stated in U.S. currency, and all payments required under this Agreement shall be paid in U.S. currency in immediately available funds.
Expenses; Payments. Whether or not any Transaction is consummated or this Agreement is terminated or expires, the Company agrees, upon request, but no less frequently than monthly, to reimburse Jxxxxx Xxxxxx promptly for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) incurred in connection with the preparation of documents or other matters relating to the Transaction, provided that Jxxxxx Xxxxxx shall seek prior written approval from the Company for all expenses in aggregate in excess of $10,000.
Expenses; Payments. Whether or not any Transaction is consummated or this Agreement is terminated or expires, the Company agrees, upon request, but no less frequently than monthly, to reimburse Northland promptly for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) incurred in connection with the preparation of documents or other matters relating to the Transaction, provided that Northland shall seek prior written approval from the Company for all expenses in aggregate in excess of $10,000. All fees and expenses payable under this agreement are payable in U.S. dollars in immediately available funds. All fees, expenses and other payments under this agreement shall be paid without giving effect to any withholding or deduction of any tax or similar governmental assessment.
Expenses; Payments. In addition to the compensation payable pursuant to Section 2, the Company agrees, upon request, to reimburse Credit Suisse promptly for expenses resulting from or arising out of this engagement or the performance thereof (including, but not limited to, related expenses prior to the date of this agreement) or any other assignments undertaken by Credit Suisse at the Company’s request; provided, however, the Company shall not reimburse Credit Suisse for legal expenses (other than those reimbursable under Annex A); provided further however, that any expense (other than those reimbursable under Annex A) in excess of $2,000 shall require the prior written approval of the Company. All expenses payable under this agreement are payable in U.S. dollars in immediately available funds and shall be due and payable within 10 days of receipt by Company of an invoice reflecting expenses incurred.
Expenses; Payments a) Relates to LS organization: The costs of normal maintenance and use of the estate, including those resulting from improvements brought about for a better meeting the goals of this agreement.
b) Correspond to the [EN organisation name or acronym]: Costs arising from monitoring the agreement and advising the landowner, including the remuneration of personnel, subsistence and travel expenses.
Expenses; Payments. Each Party shall bear its own costs in connection with the negotiations and preparations pursuant to this MOA and any Definitive Agreements. DSM and AMAG agree that DSM shall initiate, as soon as reasonably possible, the work described in Schedule A attached to this MOA and incorporated herein by reference; and AMAG further agrees to reimburse DSM, but only up to the amount of the Initial Payment (as defined below), for the expenses set forth in Schedule A as DSM may incur such expenses in the performance of the Services. For purposes of funding such work, AMAG agrees to pay DSM and initial payment not to exceed [***] (“Initial Payment”). The Initial Payment shall be paid in two installments of [***] within [***] days of the signing of this MOA and the balance within [***] days from completion of the Services. Any amount due in excess of the Initial Payment shall be mutually agreed by written amendment to this MOA. In the event that this MOA is terminated and no Definitive Agreement is signed by DSM and AMAG, DSM will refund to AMAG any unused portion of (i) the Initial Payment; or, (ii) any other [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. amounts paid to DSM. Subject to the terms of this MOA, if AMAG authorizes DSM to purchase any Equipment pursuant to Paragraph 1, above, AMAG shall reimburse DSM for such Equipment according to DSM’s invoice to AMAG. All payments due hereunder shall be invoiced to AMAG by DSM on a net, [***] day basis from receipt of invoice; however in no event shall AMAG’s payment obligations under this MOA exceed [***].
