FEES AND EXPENSES GENERALLY Sample Clauses

FEES AND EXPENSES GENERALLY. Client shall pay EY’s professional fees and specific expenses in connection with the Services as detailed in the applicable Contract. Client shall also reimburse EY for other reasonable expenses incurred in performing the Services. EY’s fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which Client shall pay (other than taxes imposed on EY’s income generally). Unless otherwise set forth in the applicable Contract, payment is due within thirty (30) days following the date of Client’s receipt of each of EY’s invoices.
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FEES AND EXPENSES GENERALLY. Subject to the next succeeding sentence, all expenses incident to the Company's performance of or compliance with this Agreement, including internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual or special audit or quarterly review, the expense of any liability insurance, the expenses and fees for listing securities on one or more securities exchanges or quotation systems pursuant to clause (g) of Article IV, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding underwriting fees, discounts and commissions) and other Persons retained by the Company (all such expenses being herein called "Registration Expenses"), will be borne by the Company. Notwithstanding anything in this Agreement to the contrary, (a) each Participating Stockholder shall pay any underwriting fees, discounts or commissions attributable to the sale of its Registrable Securities and (b) in the case of any Demand Registration as to which LIH Stockholders comprise the Requesting Investors, such LIH Stockholders shall pay for any special audits required to be undertaken by the Company in connection therewith.
FEES AND EXPENSES GENERALLY. Client shall pay EY’s professional fees and specific expenses in connection with the Services as detailed in the applicable Statement of Work or any of its appendices. Client shall also reimburse EY for other reasonable expenses incurred in per- forming the Services. EY´s fees are exclusive of taxes or si- xxxxx charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which Client shall pay (other than taxes imposed on EY’s income generally). EY may claim ap- propriate advances on remuneration and reimbursement of ex- penses and may make the delivery of its Services dependent upon complete satisfaction of EY´s claims. Unless otherwise set forth in the applicable Statement of Work, payment is im- mediately due following receipt of each of EY´s invoices.
FEES AND EXPENSES GENERALLY. 7.1. You shall pay our professional fees and specific expanses in respect of the Services. Our fees are exclusive of taxes, VAT or similar charges, as well as, customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income generally). 7.2. All such fees and charges shall be paid by you to us within 7 (seven) days from date of invoice. Any invoice not queried or disputed within 7(seven) days of receipt shall be deemed to have been accepted by you and payment in respect thereof unequivocally due. 7.3. In the event of you failing to timeously effect payment of any amount due to us in terms of this Agreement, we shall be entitled to suspend the provision of the Services for any period in which payment remains outstanding and charge interest thereon at a rate of 2% per month, or part thereof, calculated daily in arrears and compounded monthly. 7.4. You agree that you shall pay all Consilium’s expenses in recovering any amounts you owe Consilium, including legal costs on the attorney and client scale, collection charges and tracing fees, and VAT thereon. 7.5. In respect of any monies owed to Consilium, you shall not be entitled to withhold, defer, and make any deduction from, obtain deferment of judgment for, or set off against, any payment due to Consilium in terms of this Agreement unless specifically agreed to in writing by Consilium.
FEES AND EXPENSES GENERALLY. In addition to the foregoing fees, other than in the case of private debt financing transactions, if a Private or Public Offering is consummated in which the Advisor serves as placement agent or underwriter, unless mutually agreed otherwise, the Company shall provide the Advisor with a nonaccountable expense allowance equal to one percent (1%) of the gross proceeds therefrom. In the event such a Private or Public Offering is not consummated, or in the case of private debt financing transactions, the Company shall provide the Advisor with an accountable expense allowance to cover the Advisor's reasonable fees and expenses incurred in connection therewith, including reasonable fees of attorneys and accountants.
FEES AND EXPENSES GENERALLY. 7.1. You shall pay our professional fees and specific expanses in respect of the Services. Our fees are exclusive of taxes, VAT or similar charges, as well as, customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other tan taxes imposed on our income generally). 7.2. All such fees and charges shall be paid by you to us within 7 (seven) days from date of invoice. 7.3. In the event of you failing to timeously effect payment of any amount due to us in terms of this Agreement, we shall be entitled to suspend the provision of the Services for any period in which payment remains outstanding and charge interest thereon at a rate of 2% per month, or part thereof, calculated daily in arrears and compounded monthly. 7.4. You agree that you shall pay all Consilium’s expenses in recovering any amounts you owe Consilium, including legal costs on the attorney and client scale, collection charges and tracing fees, and VAT thereon. 7.5. In respect of any monies owed to Consilium, you shall not be entitled to withhold, defer, and make any deduction from, obtain deferment of judgment for, or set off against, any payment due to Consilium in terms of this Agreement unless specifically agreed to in writing by Consilium.
FEES AND EXPENSES GENERALLY. 13 5.2 COUNSEL FEES....................................14
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FEES AND EXPENSES GENERALLY. Each of the Parties hereto shall be responsible for the payment of all fees and expenses incurred by each such Party in connection with the pursuit of the Transactions contemplated hereunder, including the preparation, negotiation and execution of this Agreement and the Related Agreements and all documents ancillary thereto ("Transaction Fees"), regardless of whether the Transactions contemplated hereunder are closed. Transaction Fees shall include all fees and expenses of each such Party's legal counsel, accountants and all other third party consultants and advisors

Related to FEES AND EXPENSES GENERALLY

  • Certain Fees and Expenses (a) Provided that the Fund is not in material breach of its obligations under this Agreement, if the Merger is not consummated for failure of the condition to Closing contained in Section 7.1(f) to be satisfied and, as a result of such failure, CNLRP is obligated to pay the Company a break-up fee pursuant to the terms of the CNLRP Merger Agreement, the Company shall pay to the Fund as follows: (i) if the Fund has waived the condition to Closing contained in Section 7.1(f) and elected to proceed with the Merger, the Company shall pay to the Fund an amount equal to $8,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration; and (ii) if the Fund has not waived the condition to Closing contained in Section 7.1(f) and the Merger is not consummated, the Company shall pay to the Fund an amount equal to $5,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (b) If this Agreement shall be terminated by the Fund pursuant to Section 8.1(k), the Fund thereupon shall pay to the Company an amount equal to the lesser of (i) 4.0% of the value of the Merger Consideration; and (ii) $20,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (c) If this Agreement shall be terminated by the Company pursuant to Section 8.1(l), the Company shall pay to the Fund an amount equal to the lesser of (i) 4.0% of the value of the Merger Consideration; and (ii) $20,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (d) If this Agreement shall be terminated by the Company pursuant to Section 8.1(n) or by the Fund or the Company on or after June 30, 2005, and as of the date of termination the Transaction Financing Commitment Letter has not been received by the Company, the Company shall pay to the Fund an amount equal to $3,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (e) The payment of the amounts pursuant to this Section 8.4 shall be full compensation for the loss suffered by the Company or the Fund (as applicable) as a result of the failure of the Merger to be consummated (including, without limitation, opportunity costs and out-of-pocket costs and expenses) and to avoid the difficulty of determining damages under the circumstances. Any amount owed by the Company or the Fund pursuant to this Section 8.4 shall be paid by the Company to the Fund or the Fund to the Company (as applicable) in immediately available funds within two (2) business days after the date the event giving rise to the obligation to make such payment occurred. The Company and the Fund each acknowledge that the agreements contained in this Section 8.4 are integral parts of this Agreement; accordingly, if the Fund or the Company (as applicable) fails to promptly pay any amount owed pursuant to this Section 8.4 and, in order to obtain payment, the Fund or the Company (as applicable) commences a suit which results in a judgment against the other for any amounts owed pursuant to this Section 8.4, the losing party shall pay to the prevailing party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount owed at the prime rate of Bank of America, N.A. Payment of the fees described in this Section 8.4 shall not be in lieu of damages incurred in the event of breach of this Agreement.

  • Other Fees and Expenses Borrower shall pay to Agent, for its own account, all charges for returned items and all other bank charges incurred by Agent, as well as Agent's standard wire transfer charges for each wire transfer made under 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.

  • Costs, Fees and Expenses Except as otherwise specifically provided herein, each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement, including without limitation any fees and disbursements to its accountants and counsel; provided, that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys' fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance herewith.

  • Brokers’ Fees and Expenses No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Merger Sub.

  • Fees and Expenses Paid There shall have been paid to the Administrative Agent, for the accounts of the Agents and the other Lenders, as applicable, all fees due and payable on or before the Closing Date and all expenses due and payable on or before the Initial Funding Date, including, without limitation, reasonable attorneys’ fees and expenses, and other costs and expenses incurred in connection with the Loan Documents.

  • Interest Fees and Expenses (a) Interest on the Revolving Loans, whether bearing interest based on the Chase Bank Rate or LIBOR, shall be payable monthly as of the end of each month. Chase Bank Rate Loans shall be an amount equal to the Chase Bank Rate plus one quarter of one percent (.25%) per annum on the average of the net balances owing by the Company to CIT in the Revolving Loan Account at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder for Chase Bank Rate Loans shall change, as of the date of such change, so as to remain one quarter of one percent (.25%) above the Chase Bank Rate. The rate hereunder for Chase Bank Rate Loans shall be calculated based on a 360-day year. CIT shall be entitled to charge the Company's Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. (b) Notwithstanding any provision to the contrary contained in this section 8, in the event that the sum of the outstanding Revolving Loans exceed the lesser of either (x) the maximum aggregate amount available under Sections 3 and 5 of this Financing Agreement or (y) the Revolving Line of Credit: (A) as a result of Revolving Loans advanced by CIT at the request of the Company (herein "Requested Overadvances"), for any one (1) or more days in any month, or (B) for any other reason whatsoever (herein "Other Overadvances") and such Other Overadvances continue for five (5) or more days in any month , the average net balance of all Revolving Loans for such month shall bear interest at the Overadvance Rate. (c) Upon and after the occurrence of an Event of Default and the giving of any required notice by CIT in accordance with the provisions of Section 10, Paragraph 10.2 hereof, all Obligations shall bear interest at the Default Rate of Interest. 8.2 Interest on the Term Loan shall be payable monthly as of the end of each month on the unpaid balance or on payment in full prior to maturity. Chase Bank Rate Loans shall be in an amount equal to the Chase Bank Rate plus one half of one percent (.50%) per annum. In the event of any change in said Chase Bank Rate the rate hereunder for any such Chase Bank Rate Loans shall change, as of the date of such change, so as to remain one half of one percent (.50%) above the Chase Bank Rate. The rate hereunder shall be calculated based on a 360 day year. CIT shall be entitled to charge the Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. Notwithstanding the foregoing, if the Term Loan is not repaid in full by April 1, 2001, the rate of interest set forth in this Section 8.2 shall increase by one-half of

  • Agreement to Pay Attorneys’ Fees and Expenses In the event the Company should default under any of the provisions of this Project Agreement and the Agency should employ attorneys or incur other expenses for the collection of amounts payable hereunder or the enforcement of performance or observance of any obligations or agreements on the part of the Company herein contained, the Company shall, on demand therefor, pay to the Agency the fees of such attorneys and such other expenses so incurred.

  • Payment of Fees and Expenses Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

  • Attorneys’ Fees and Expenses Evidence that the costs and expenses (including reasonable attorneys’ fees) referred to in Section 12.1, to the extent invoiced, shall have been paid in full by Borrower;

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