Payment of Adobe Litigation Costs and Adobe UK Arbitration Costs Sample Clauses

Payment of Adobe Litigation Costs and Adobe UK Arbitration Costs. Seller agrees that it is responsible for the payment of (i) all Adobe Litigation Costs incurred and unpaid prior to the Closing Date, and such amounts that have been billed have been paid by the Company prior to the Closing Date, (ii) all Adobe Litigation Costs incurred on or after the Closing Date but prior to the third anniversary of the Closing Date; provided, however, that the Seller shall not be responsible for any Adobe Litigation Costs pursuant to this Section 8.06(b)(ii) to the extent that such Adobe Litigation Costs exceed the Adobe Litigation Expense Cap; provided, further, however, that at the conclusion of such three-year period, Seller may elect to continue to fund the Adobe Litigation Costs and, by so doing, for the duration of time when the Seller funds the Adobe Litigation Costs, Seller shall remain eligible to receive, pursuant to the terms of Section 8.06(c) below, its share of any Adobe Recovery (as defined below); and (iii) all Adobe UK Arbitration Costs whenever incurred and unpaid, and such amounts that have been billed to date and in payment of fees and costs of the Company (other than £29,144.82) and Adobe (in the amount of $1,834,500) having been paid prior to Closing. The Company and Seller shall make arrangements to have all invoices and charges related to the Adobe Litigation, for which Seller is responsible to pay, billed directly to the Seller and not to the Company. All invoices shall be in reasonable detail to allow the Seller to determine that such costs are appropriately related to the Adobe Litigation and/or the Adobe UK Arbitration. In addition, the Company shall provide Seller with quarterly reports of to-date Adobe Litigation Costs incurred and quarterly budgets of anticipated Adobe Litigation Costs. All invoices, charges and reports to be delivered to Seller shall be subject to suitable arrangements with respect to notice, conflicts, attorney-client privilege protection and the protection of confidential information, as may be required. Seller may object to any amount that the Company has claimed as an Adobe Litigation Cost or Adobe UK Arbitration Cost as not reasonably related to such actions by a written notice to the Company and an explanation of the reason for such objection. The Company shall provide such information as the Seller may reasonably request to support its claim that such costs are Adobe Litigation Costs or Adobe UK Arbitration Costs, as applicable.
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Related to Payment of Adobe Litigation Costs and Adobe UK Arbitration Costs

  • Payment Of Arbitration Costs And Fees The arbitrator shall award all costs and expenses of the arbitration proceeding.

  • Arbitration Costs Each party shall bear its own costs of arbitration except that the fees and charges of the arbitrator shall be shared equally by the parties.

  • Recovery of Litigation Costs If any legal action or other proceeding is brought for the enforcement of this Warrant, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Warrant, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

  • Indemnification for Costs, Charges and Expenses of Successful Party Notwithstanding any limitations of Sections 3(c), 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

  • 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.

  • Arbitration Fees and Costs If your claim seeks more than $75,000 in the aggregate, the payment of the AAA’s fees and costs will be governed by the AAA rules. If your claims seek less than $75,000 in the aggregate, the payment of the AAA’s fees and costs will be our responsibility. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the AAA’s fees and costs shall be governed by the AAA Rules and you shall reimburse us for all fees and costs that were your obligation to pay under the AAA Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, we will pay all fees and costs that it is required by law to pay.

  • Indemnification Costs and Expenses Section 5.01 Indemnification by Regency. Regency agrees to indemnify the Purchaser, Energy Transfer Equity, L.P., LE GP, LLC and their respective Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to (a) the breach of any of the representations, warranties or covenants of Regency contained herein, provided such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (whether or not such Purchaser Related Party is a primary defendant) (i) with respect to any breach of fiduciary duty (whether arising at law, in equity or by contract) or (ii) any violation of law or regulation by any Regency Related Party, in the case of (i) or (ii) in connection with the entry into this Agreement and the performance of the transactions contemplated hereby; provided, however, that no Purchaser Related Party shall be entitled to recover special, consequential or punitive damages with respect to claims pursuant to clause (a) of this Section 5.01. Notwithstanding anything to the contrary, consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnification.

  • Dispute Resolution Expenses If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.7 and its reasonable expenses for participating in the proceeding are not paid by a party to the dispute resolution within 90 days after the end of the proceeding, the Issuer will reimburse the Asset Representations Reviewer for such expenses on receipt of a detailed invoice.

  • Arbitration Expenses Each party shall pay the fees and expenses of its appointed member and one-half the fees and expenses of the chair or single arbitrator.

  • Indemnification Procedures for Non-Third Party Claims In the event any Indemnified Party should have an indemnification claim against the Shareholder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder shall not relieve the Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has been actually prejudiced by such failure. If the Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder disputes such claim, such claim specified by the Shareholder in such notice shall be conclusively deemed a liability of the Shareholder under this Article VII and the Shareholder shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its liability with respect to such claim in a timely manner, Shareholder and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.9.

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