Fees and Expenses of the Audit Firm Sample Clauses

Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3(c) above, the fees and expenses of the Audit Firm (the “Audit Fees”) will be paid by and apportioned between Buyer and the Seller based on the aggregate dollar amount of the amount in dispute and the relative recovery as determined by the Audit Firm of Seller and Buyer, respectively. The Seller and Buyer shall promptly, and in any event within five Business Days after the final determination of the Final Closing Statement, pay to the Audit Firm the amount of Audit Fees payable by Seller and Buyer pursuant to the preceding sentence.
Sample 1
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Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3(c), the fees and expenses of the Audit Firm (the “Audit Fees”) will be paid by and apportioned between Buyer and Sellers based on the aggregate dollar amount of the amount in dispute and the relative recovery, as determined by the Audit Firm, of Sellers and Buyer, respectively (for example, if Sellers claim an amount in dispute should be $50 and Buyer claims such amount should be $100 and the Audit Firm determines such amount is $90, then Sellers shall pay 80% of the Audit Fees and Buyer shall pay 20% of the Audit Fees). Sellers and Buyer shall promptly, and in any event within five (5) Business Days after the final determination of the Final Closing Statement, pay, and the Partnership shall cause Buyer to pay (including funding cash proceeds to Buyer to the extent necessary), to the Audit Firm the amount of Audit Fees payable by such Party pursuant to the preceding sentence, and, if applicable, each Seller shall pay 50% of any Audit Fees that are payable by Sellers pursuant to the preceding sentence.
Sample 1
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3(c), the fees and expenses of the Audit Firm (the “Audit Fees”) will be borne one-half by Sellers and one-half by Buyer; provided, however, that (i) if the aggregate estimate by Buyer of the disputed amount or amounts differs by ten percent (10%) or more from the determination of the Audit Firm, then Buyer shall pay one hundred percent (100%) of the Audit Fees, and (ii) if the aggregate estimate by Sellers of the disputed amount or amounts differs by ten percent (10%) or more from the determination of the Audit Firm, then Sellers shall pay one hundred percent (100%) of the Audit Fees; provided, further, however, if the aggregate estimates by Buyer and Sellers of the disputed amount or amounts both differ by ten percent (10%) or more from the determination of the Audit Firm, then the Party whose estimate differs most greatly from the determination of the Audit Firm shall pay one hundred percent (100%) of the Audit Fees. Sellers and Buyer shall promptly, and in any event within five (5) Business Days after the final determination of the Final Closing Statement, pay to the Audit Firm the amount of Audit Fees payable by Sellers and Buyer pursuant to the preceding sentence. For the avoidance of doubt, all costs and expenses incurred by the Parties in connection with a dispute under Section 2.3(c), other than the Audit Fees, shall be borne by the Party incurring such cost or expense.
Sample 1
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3(c) above, the fees and expenses of the Audit Firm (the “Audit Fees”) will be paid by and apportioned between Pueblo Holdings and the Sellers based on the aggregate dollar amount of the amount in dispute and the relative recovery as determined by the Audit Firm of Sellers and Pueblo Holdings, respectively. The Sellers and Pueblo Holdings shall promptly, and in any event within five Business Days after the final determination of the Final Closing Statement, pay to the Audit Firm the amount of Audit Fees payable by Sellers and Pueblo Holdings pursuant to the preceding sentence.
Sample 1
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3(c) above, the fees and expenses of the Audit Firm (the “Audit Fees”) will be paid by and apportioned between Buyer and Sellers based on the aggregate dollar amount of the amount in dispute and inversely related to the relative recovery as determined by the Audit Firm of Sellers and Buyer, respectively. For example, if the aggregate dollar amount of the amount in dispute is $1,000,000 and the relative recovery of Sellers and Buyer as determined by the Audit Firm is $900,000 and $100,000, respectively, then Buyer will be apportioned 90% of the Audit Fees and Sellers will be apportioned 10% of the Audit Fees. Sellers and Buyer shall promptly, and in any event within five Business Days after the final determination of the Final Closing Statement, pay to the Audit Firm the amount of Audit Fees payable by Sellers and Buyer pursuant to this Section (with each Seller paying its Pro Rata Share of any such Audit Fees payable by the Sellers).
Sample 1
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.8(c) above, the fees and expenses of the Audit Firm (the “Audit Fees”) will be paid by and apportioned between Regency and Member based on the aggregate dollar amount of the amount in dispute and inversely related to the relative recovery as determined by the Audit Firm of Member and Regency, respectively. For example, if the aggregate dollar amount of the amount in dispute is $1,000,000 and the relative recovery of Member and Regency as determined by the Audit Firm is $900,000 and $100,000, respectively, then Regency will be apportioned 90% of the Audit Fees and Member will be apportioned 10% of the Audit Fees. Member and Regency shall promptly, and in any event within five (5) Business Days after the final determination of the Final Closing Statement, pay to the Audit Firm the amount of Audit Fees payable by Member and Regency pursuant to this Section 2.8(f).
Sample 1
Fees and Expenses of the Audit Firm. If the Parties submit any disputed amounts to the Audit Firm for resolution as provided in Section 2.3(c) above, the fees and expenses of the Audit Firm (the "Audit Fees") will be paid by and apportioned between Buyer and the Parent based on the aggregate dollar amount of the amount in dispute and the relative recovery as determined by the Audit Firm of Parent and Buyer, respectively. The Parent and Buyer shall promptly, and in any event within five Business Days after the final determination of the Final Closing Statement, pay to the Audit Firm the amount of Audit Fees payable by Parent and Buyer pursuant to the preceding sentence. If Parent shall not pay the Audit Firm its portion of the Audit Fees within five Business Days after the final determination of the Final Closing Statement, each Parent Member (based on its respective ownership of Parent as set forth on Schedule A) shall pay Buyer (within ten Business Days after final determination of the Final Closing Statement) its respective proportionate share of Parent's proportionate share of the Audit Fees (and each Partner, based on its respective ownership of the Partnership as set forth on Schedule A, shall be obligated to pay to Buyer its respective proportionate share of the Partnership's proportionate share of the Audit Fees payable by the Partnership pursuant hereto in the event the Partnership fails to timely pay such amount). If any Parent Member or any Partner shall not timely deliver to the Audit Firm its respective proportionate share of the amount of the Audit Fees owed by the Parent, Buyer shall be entitled to recover such amounts not timely paid from the Escrow Fund, and enforce its rights under this Section 2.3(f) to require each such Parent Member and Partner who shall have failed to deliver its respective proportionate share of the amount of the Audit Fees to contribute to the Escrow Fund an amount (without duplication) such Parent Member or such Partner was required to pay as provided herein.
Sample 1
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Related to Fees and Expenses of the Audit Firm

  • Fees and Expenses of Arbiters The aggregate fees and expenses of the arbiters shall be borne equally by the parties. The parties shall pay the aggregate fees and expenses within thirty (30) days after receipt of the written decision of the arbiters (unless the arbiters agree in writing on some other payment schedule). Exhibit 1

  • 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.

  • 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.

  • 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.

  • 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.

  • Fees and Expenses of Warrant Agent The Company will pay or cause to be paid to the Warrant Agent fees for the Warrant Agent’s services hereunder as set forth in Exhibit B attached hereto, in each case payable upon the Warrant Agent’s invoice to the Company. The Company agrees to pay the Warrant Agent any transfer agent fees which are in addition to the Warrant Agent fees and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

  • CONTRACT LIMIT, FEES AND EXPENSES changing the not-to-exceed amount of the Contract from FOUR HUNDRED TEN THOUSAND ONE HUNDRED SEVENTY-SEVEN DOLLARS AND ZERO CENTS ($410,177.00) to SIX HUNDRED SEVENTY THOUSAND ONE HUNDRED SEVENTY- SEVEN DOLLARS AND ZERO CENTS ($670,177.00), as approved by the Executive Director on October 31, 2022.

  • Expenses of the Arbitrator The fees and expenses of the arbitrator and any other common expenses shall be shared equally by both parties.

  • Reimbursement of Fees and Expenses The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement under the same terms and conditions as it is permitted to receive reimbursement of reductions of its investment management fee under the Investment Advisory Agreement.

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