IT Transition Costs Sample Clauses

IT Transition Costs. During the period commencing at the Effective Time and expiring on the first day of the month (the “Transition Date”) following the date that Purchaser provides Seller with written notice that it has ceased using the information technology systems provided to the Company by HF Administrative Services, Inc. (“HealthFirst”) for the processing of new claims and the processing of new members, Purchaser shall be responsible for the timely payment of all fees and expenses due HealthFirst under the Administrative Services Agreement between HealthFirst and the Company (the “HealthFirst Agreement”). Commencing on the Transition Date until the termination of such HealthFirst Agreement in accordance with its terms, Seller shall be responsible for the timely payment of the minimum monthly fees and expenses due HealthFirst under the HealthFirst Agreement and Purchaser shall be responsible for all incremental fees and expenses due HealthFirst under the HealthFirst Agreement.
Sample 1
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Related to IT Transition Costs

  • Termination Costs Concurrently with the exchange of final reports pursuant to Articles 4.2 and 5.2, PHS shall submit to the Collaborator for payment a statement of all costs incurred prior to the date of termination and for all reasonable termination costs including the cost of returning Collaborator property or removal of abandoned property, for which Collaborator shall be responsible.

  • Relocation Costs If relocation occurs after the Commencement Date, then Landlord shall pay Tenant's reasonable third-party costs of moving Tenant's furnishings, telephone and computer wiring, and other property to the Substitute Premises, and reasonable printing costs associated with the change of address.

  • Transaction Costs Borrower shall have paid or reimbursed Lender for all title insurance premiums, recording and filing fees or taxes, costs of environmental reports, Physical Conditions Reports, appraisals and other reports, the fees and costs of Lender's counsel and all other third party out-of-pocket expenses incurred in connection with the origination of the Loan.

  • Construction Costs Tenant shall pay for all construction costs, including, but not limited to permits, costs of materials and labor, sales tax, construction management fees and the like except to the extent of the Tenant Improvement Allowance which shall be paid by Landlord. The term “Tenant Improvement Allowance” shall mean the sum of $316,020.00 (or $15.00 per square foot of rentable area times 21,068 square feet of rentable area) which Landlord agrees to pay towards the construction costs. Landlord agrees to pay architectural fees and design services up to $1.25 per rentable square foot. Any services performed by the architect above the $1.25 per rentable square foot shall be the responsibility of the Tenant and may be paid out of the Tenant Improvement Allowance to the extent funds are available. Notwithstanding anything to the contrary, provided there is any unused portion of the Tenant Improvement Allowance, up to 20% of the allowance can be used by the Tenant as a moving allowance or for communications costs for cabling and data. Tenant must submit invoices for such allowances for Landlord to pay. Xxxxxx Development will act as General Contractor for the construction of tenant improvements, competitively bidding each trade to at least three subcontractors, the typical five percent (5%) construction management fee will not be charged to Tenant or deducted from the Tenant Improvement Allowance. Landlord shall obtain bids based on the Approved Pricing Plans and construct the Work as described in the Approved Pricing Plans. If after finalizing the Approved Working Drawings, it is determined that the construction costs will exceed the amount of the Tenant Improvement Allowance (an “Excess”), then Tenant shall pay to Landlord the amount of such Excess within ten (10) days of written request from Landlord. Notwithstanding anything to the contrary, if Tenant fails to pay any Excess timely, Landlord shall not be obligated to commence construction of the Work and such delay shall constitute a Tenant Delay for each day beyond the ten (10) day period until the Excess is paid to Landlord. If Tenant elects not to use Xxxxxx Development as the General Contractor, Tenant understands that Landlord, or its designated agent, shall serve as construction manager for all of Tenant’s refurbishment and renovations in the refurbishment and renovations in the Premises and the fee for such service is 5% of the total cost of all work performed in connection with such refurbishment and renovations. Tenant agrees to cooperate with Landlord in completing any such improvements on a timely basis and Tenant has approved the preliminary space plan and pricing documentation. Additional space on the 3rd floor which Tenant elects to lease pursuant [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. to a right hereunder shall be finished out by Landlord pursuant to mutually agreed upon plans and Tenant shall receive an allowance of $15.00 per square foot of rentable area provided, however, Tenant acknowledges that Landlord is improving the entire third (3rd) floor prior to commencement of the Lease and Tenant shall not be entitled to any additional tenant finish when Tenant leases the remainder of the third floor.

  • Company Expenses Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

  • Collection Costs In addition, the Issuer will pay the costs of collection, including all amounts owed to the Indenture Trustee under Section 6.7.

  • Litigation Costs If any legal action or other proceeding is brought for the enforcement of this Agreement or to remedy its breach, the prevailing party in such action or proceeding shall be entitled to recover its actual attorney's fees and other costs incurred in the action or proceeding, in addition to such other relief to which it may be entitled.

  • Closing Costs; Transfer Taxes and Fees Seller shall be responsible for paying (i) any documentary and transfer taxes and any sales, use or other taxes imposed by reason of the transfers of Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto and (ii) all costs of obtaining the transfer of existing Permits which may be lawfully transferred, (iii) all fees and costs of recording or filing all applicable conveyancing instruments described in Section 3.1, and (iv) all fees and costs of recording or filing all UCC termination statements and other releases of Encumbrances.

  • Reimbursable Costs Operator shall reimburse Contractor for the costs of material, equipment, work or services which are to be furnished by Operator as provided for herein but which for convenience are actually furnished by Contractor at Operator’s request, plus 5 percent for such cost of handling. When, at Operator’s request and with Contractor’s agreement, the Contractor furnishes or subcontracts for certain items or services which Operator is required herein to provide, for purposes of the indemnity and release provisions of this Contract, said items or services shall be deemed to be Operator furnished items or services. Any subcontractors so hired shall be deemed to be Operator’s contractor, and Operator shall not be relieved of any of its liabilities in connection therewith.

  • Relocation Expenses [RESERVED].

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