Fees and Expenses of the Advisor Sample Clauses

Fees and Expenses of the Advisor. The Partnership shall pay to the Advisor the fees set out in the Advisory Services Agreement. In addition, the Partnership will reimburse the Advisor for the Advisor’s costs and third party expenses incurred in performing the Advisory Services, provided that provision for such reimbursement is included in a Transaction Summary that has been approved by the General Partner. Approved third party expenses will include the fees, at market rates, of management companies retained by the Advisor to manage the Partnership’s properties. The Advisor must cover its own costs and expenses where it prepares a proposal for the acquisition or development of a site by the Partnership that is not approved by the General Partner.
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Fees and Expenses of the Advisor. The Settlors, on a joint and several basis, agree to pay the Advisor its reasonable fees. As required under Article 403 of the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito), each of the Settlors expressly agrees the extrajudicial foreclosure proceeding set forth in this Clause Seventh, by signing below to so evidence: The Settlors: Cemex, S.A.B. de C.V. /s/ Xxxxx Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxxxxx Xxxxxx Por: Xxxxx Xxxxxxx Xxxxxx and Xxxx Xxxxxxxxxx Xxxxxx Cargo: Apoderado Jurídicos /s/ Xxxxx Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxxxxx Xxxxxx Por: Xxxxx Xxxxxxx Xxxxxx and Xxxx Xxxxxxxxxx Xxxxxx Cargo: Apoderado Jurídicos Empresas Tolteca de México, S.A. de C.V. Impra Café, S.A. de C.V. /s/ Xxxxx Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxxxxx Xxxxxx /s/ Xxxxx Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxxxxx Xxxxxx Por: Xxxxx Xxxxxxx Xxxxxx and Xxxx Xxxxxxxxxx Xxxxxx Por: Xxxxx Xxxxxxx Xxxxxx and Xxxx Xxxxxxxxxx Xxxxxx Cargo: Apoderado Jurídicos Cargo: Apoderado Jurídicos Interamerican Investments, Inc. Cemex México, S.A. de C.V. /s/ Xxxxx Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxxxxx Xxxxxx /s/ Xxxxx Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxxxxx Xxxxxx Por: Xxxxx Xxxxxxx Xxxxxx and Xxxx Xxxxxxxxxx Xxxxxx Por: Xxxxx Xxxxxxx Xxxxxx and Xxxx Xxxxxxxxxx Xxxxxx Cargo: Apoderado Jurídicos Cargo: Apoderado Jurídicos Centro Distribuidor de Cemento, S.A. de C.V. /s/ Xxxxx Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxxxxx Xxxxxx Por: /s/ Xxxxx Xxxxxxx Xxxxxx and Xxxx Xxxxxxxxxx Xxxxxx Cargo: Apoderado Jurídicos
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Fees and Expenses of the Advisor. The Trustors, jointly and severally agree to pay the Advisor’s reasonable fees. Pursuant to the provisions set forth in Article 403 of the General Law of Negotiable Instruments and Credit Transactions, each one of the Trustors expressly consents to the extrajudicial execution procedure provided in Clause Seven, and accordingly sign bellow: The Trustors: Cemex, S.A.B. de C.V. /s/ Xxxxx Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx Xxxxxx Title: Legal Representative Empresas Tolteca de México, S.A. de C.V. Cemex Central, S.A. de C.V. /s/ Xxxxx Xxxxxxx Xxxxxx /s/ Xxxxx Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx Xxxxxx Title: Legal Representative Title: Legal Representative Interamerican Investments, Inc. Cemex México, S.A. de C.V. /s/ Xxxxx Xxxxxxx Xxxxxx /s/ Xxxxx Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx Xxxxxx Title: Legal Representative Title: Legal Representative Cemex Operaciones México, S.A. de C.V. /s/ Xxxxx Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx Xxxxxx Title: Legal Representative
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Fees and Expenses of the Advisor. The Trustors, jointly and severally agree to pay the Advisor’s reasonable fees. Pursuant to the provisions set forth in Article 403 of the General Law of Negotiable Instruments and Credit Transactions, each one of the Trustors expressly consents to the extrajudicial execution procedure provided in Clause Seven, and accordingly sign bellow: The Trustors: Cemex, S.A.B. de C.V. /s/ Xxxxx Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx Xxxxxx Title: Legal Representative Empresas Tolteca de México, S.A. de C.V. Cemex Central, S.A. de C.V. /s/ Xxxxx Xxxxxxx Xxxxxx /s/ Xxxxx Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx Xxxxxx Title: Legal Representative Title: Legal Representative Interamerican Investments, Inc. Cemex México, S.A. de C.V. /s/ Xxxxx Xxxxxxx Xxxxxx /s/ Xxxxx Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx Xxxxxx Title: Legal Representative Title: Legal Representative Cemex Operaciones México, S.A. de C.V. /s/ Xxxxx Xxxxxxx Xxxxxx By: Xxxxx Xxxxxxx Xxxxxx Title: Legal Representative (a) The Trustee agrees to manage the Trust Estate, comply with its obligations and exercise its rights pursuant to the provisions set forth in this Amendment Agreement and in the applicable law, acting with the highest standards applicable to trustees under Mexican law, and agrees to refrain from carrying out actions or omitting taking actions actions that result in non-performance of the Trustee’s obligations. (b) The parties to this Amendment Agreement hereby agree that the Trustee shall not be liable for any action or omission of the other parties hereto or any third party that could result in an impossibility to fulfil the purposes of this Amendment Agreement. (c) The Secured Obligations (or other obligations applicable to the Trustee under the terms of this Amendment Agreement) must be settled to the amount of the Trust Estate. If the Trust Estate is insufficient to fulfil the Secured Obligations, the Trustee shall have no responsibility to make any contributions under this Amendment Agreement, nor to fulfil the Secured Obligations, but shall be obliged to immediately notify the Beneficiary and each one of the Trustors in writing of such event. (d) Each one of the Trustors and the Issuers shall have the obligation to immediately notify the Trustee and the Beneficiary, in writing, of any act or fact that affects or could have an adverse and significant effect on the Trust Estate, this Amendment Agreement or the obligations of each one of the Trustors arising ...
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Fees and Expenses of the Advisor. For performing its services under this Agreement, the Funds’ Advisor will pay a fee to Distributor as set forth in Exhibit B. Each Fund’s Advisor shall promptly reimburse Distributor for any expenses incurred on behalf of such Fund as set forth in Exhibit B. It is understood that the Funds’ Advisor will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of such Funds’ Prospectus (including supplements thereto) and annual and interim reports of such Fund which are used in connection with the offering of the Funds’ Shares; (ii) preparing, printing and mailing any other literature used by the Distributor in connection with the sale of such Funds’ Shares; (iii) reimbursement for FINRA advertising compliance expenses advanced by the Distributor on behalf of such Fund; (iv) fees for Distributor’s review of such Funds’ sales literature and website; (v) registered representative annual renewal and compliance fees; and (vi) travel and such other expenses as may be incurred by Distributor on behalf of such Fund.
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Related to Fees and Expenses of the Advisor

  • Fees and Expenses of the Trustee (a) As compensation for its duties hereunder, the Trustee shall withdraw from the Distribution Account on each Distribution Date all income and gains (net of losses) on amounts on deposit in the Distribution Account. Subject to Section 8.05(b), the Trustee, or any director, officer, employee or agent of it, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (including any unreimbursed fees or expenses for work relating to an appointment of a successor Servicer under Section 7.02 herein, but not including expenses, disbursements and advances incurred or made by the Trustee, including the reasonable compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of its performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from the Servicer’s actions or omissions in connection with this Agreement and the Mortgage Loans, (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. (b) As a limitation on the foregoing with respect to certain expenses of the Trustee in its capacity as Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for reasonable counsel fees and expenses (collectively, “Legal Fees”) in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The amounts, if any, described in the preceding sentence, shall be paid on each Distribution Date in accordance with the priorities set forth in Section 4.01(a)(3)(xx) hereof to the extent of the Available Distribution Amount. The Trustee shall not have any obligation to incur additional expenses for which reimbursement is limited pursuant to this paragraph in excess of the aggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (c) Without limiting the Servicer’s indemnification obligations under Section 6.03, the Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Servicer’s obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer’s own funds, without reimbursement from the Trust Fund. (d) The Depositor shall pay any annual rating agency fees of S&P, Xxxxx’x and Fitch for ongoing surveillance from its own funds without right of reimbursement. (e) The Trustee shall deliver to the Depositor and each Holder of a Non-Offered Certificate a report detailing all payments from the Trust Fund made with respect to Legal Fees on account of Third-Party Claims. The report shall be delivered monthly, promptly following any month in which such payments were made.

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

  • Fees and Expenses Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

  • 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.

  • 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.

  • 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.

  • Custodian's Fees and Expenses (a) The Depositor, Designated Beneficiary and Responsible Individual agree that the Custodian shall be entitled to receive any and all fees specified in the Custodian's current published fee schedule for establishing and maintaining this Xxxxxxxxx ESA, including, but not limited to, any fees for distributions from, transfers from, and terminations of this Xxxxxxxxx ESA. The Custodian may change its fee schedule at any time by giving the Designated Beneficiary (or Responsible Individual) 30 days prior written notice. (b) The Depositor, Designated Beneficiary and Responsible Individual agree that the Custodian shall be entitled to reimbursement for any expenses incurred by the Custodian in the performance of its duties in connection with the account. Such expenses include, but are not limited to, administrative expenses, such as legal and accounting fees, and any taxes of any kind whatsoever that may be levied or assessed with respect to such account. (c) All such fees, taxes, and other administrative expenses charged to the account shall be collected either from the assets in the account or from any contributions to or distributions from such account if not paid by the Depositor, Designated Beneficiary or Responsible Individual, but the Depositor, Designated Beneficiary and Responsible Individual shall be responsible for any deficiency. (d) In the event that for any reason the Custodian is not certain as to who is entitled to receive all or part of the Custodial Funds, the Custodian reserves the right to withhold any payment from the Custodial Account, to request a court ruling to determine the disposition of the Custodial assets, and to charge the Custodial Account for any expenses incurred in obtaining such legal determination.

  • 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.

  • Directors’ Fees and Expenses All compensation of directors, other than those affiliated with the Manager, and all expenses incurred in connection with their service;

  • Trustee's Fees and Expenses The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

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