Procedures; Expenses and Recoveries Sample Clauses

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 or 7.4.3 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement action: (a) first, to reimburse each Party for all expenses of the suit incurred by such Party, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, non-appealable deci...
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Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 8.3.2(a) or 8.3.2(b) above shall have the sole and exclusive right to select counsel for any such suit (which counsel shall be reasonably acceptable to the other Party) and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under Applicable Law in order for the initiating Party to initiate or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and shall execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. The initiating Party will keep the other Party reasonably informed of the status of the infringement suit. At the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party may participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit under Section 8.3.2(a) or 8.3.2(b), any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation), such amounts shall be allocated as follows: (a) to reimburse each Party for all expenses of the suit, including attorneys’ fees and disbursements, court costs and other litigation expenses; and (b) any remaining amount shall [* * *].
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Procedures; Expenses and Recoveries. The Party having the right to initiate or defend any suit, action or administrative proceeding to challenge any Competitive Infringement or to defend a Defense Action under Section 12.3.2 shall have the sole and exclusive right to select counsel for any such suit, action or proceeding and shall pay all expenses of the suit, action or proceeding, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable Out-of-Pocket Costs in rendering assistance requested by the initiating or defending Party. If required under applicable Law in order for the initiating or defending Party to initiate, defend or maintain such suit, action or proceeding, or if either Party is unable to initiate, prosecute or defend such suit, action or proceeding solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit, action or proceeding and will execute and cause its Affiliates to execute all documents necessary for the initiating or defending Party to initiate, maintain or defend such suit, action or proceeding. In addition, at the initiating or defending Party’s request, the other Party shall provide reasonable assistance to the initiating or defending Party in connection with such suit, action or proceeding at no charge to the initiating or defending Party except for reimbursement by the initiating or defending Party of reasonable Out-of-Pocket Costs incurred in rendering such assistance. The non-initiating or non-defending Party shall have the right to participate and be represented in any such suit, action or proceeding by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such a suit, action or proceeding, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation or the applicable dispute), then such amounts shall be allocated in all cases as follows: (a) first, to reimburse each Party for all expenses of the suit incurred by the Parties, including attorneys’ fees and disbursements, court costs and other litigation expenses; (b) second, [**] of the balance to be paid to Sarepta with respect to enforcement of the Sarepta Technology in the Sarepta Territory or to Summit with respect to enforcement of the Summit Technology in the Summit Territory; and (c) third, [**] of the balance to be paid to the Party initiating the suit and [**] of the balance ...
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Procedures; Expenses and Recoveries. The Party having the right to initiate any Infringement Action under Section 10.4.2 (Rights to Enforce) above shall have the sole and exclusive right to select counsel for any such Infringement Action and shall pay all expenses of such Infringement Action, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable Global Out-of-Pocket Costs in rendering assistance requested by the initiating Party. If required under applicable Law in order for the initiating Party to initiate and/or maintain such Infringement Action, or if either Party is unable to initiate or prosecute such Infringement Action solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to such Infringement Action and will execute, and cause its Affiliates to execute, all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such Infringement Action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an Infringement Action at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable Global Out-of-Pocket Costs incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such Infringement Action by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such Infringement Action, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation), after payment of any amounts required under any In-Licenses, the remaining amounts shall be allocated in all cases as follows: ACTIVE/100404760.2 (i) first, to reimburse each Party for all expenses of such Infringement Action incurred by the Parties, including attorneys’ fees and disbursements, court costs and other litigation expenses; (ii) second, [***] percent ([***]%) of the balance to be paid to the Party initiating such Infringement Action; and (iii) third, the remainder to the other Party. Notwithstanding the foregoing, in the event that Alnylam elects to itself assert an Alnylam Core Technology Patent against a Competitive Infringement in the Licensed Territory, the Parties shall each be entitled to [***] percent ([***]%) of the balance of any recovery therefrom after reimbursement of expenses as descri...
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Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit or defend a Defensive Action under Section 9.3.2 (the “Controlling Party”) will have the sole and exclusive right to select counsel for and control any such suit or Defensive Action. The expenses of the suit or the Defensive Action, including attorneys’ fees and court costs and the reasonable Out-of-Pocket Costs the other Party (the “Cooperating Party”) in rendering assistance requested by the Controlling Party (“Enforcement Expense”), will be borne (***). If required under Applicable Law in order for the Controlling Party to initiate and/or maintain such suit or to defend the Defensive Action, or if either Party is unable to initiate or prosecute such suit or defend the Defensive Action solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party will join as a party to the suit or Defensive Action and will execute and cause its Affiliates to execute all documents necessary for the Controlling Party to initiate litigation to prosecute and maintain such action or defend the Defensive Action. In addition, at the Controlling Party’s request, the Cooperating Party will provide reasonable assistance to the Controlling Party in connection with an infringement suit (***). The Cooperating Party will have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) (“Recoveries”) in the Territory, such amounts will be allocated as follows: (***). KKC will have the sole right to take action and earn all Recoveries outside of the Territory.
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Procedures; Expenses and Recoveries. Subject to any Third Party licensee’s rights as described in Section 6.3(b), the Party initiating any infringement suit or action under this Section 6.3 shall have the sole and exclusive right to select counsel for any such suit or action and shall pay all expenses of the suit, including attorneys’ fees and court costs. If such Party obtains any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in connection with such suit or action, such amounts shall be allocated between the Parties as follows: (i) First, the Party (and its Affiliates) initiating such suit or action shall be reimbursed for all expenses of the suit or action, including attorneys’ fees and disbursements, court costs and other litigation expenses not otherwise recovered; (ii) Second, the other Party (and its Affiliates) shall be reimbursed for all expenses of the suit or action, including attorneys’ fees and disbursements, court costs and other litigation expenses not otherwise recovered; and (iii) Third, the balance shall be allocated between the Parties as follows: [**] percent ([**]%) to the Party initiating the suit or action and [**] percent ([**]%) to the other Party.
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Procedures; Expenses and Recoveries. If required under applicable law in order for a Party that has the right to do so hereunder to initiate and/or maintain a suit against an infringer or misappropriater of Research Collaboration IP, or if it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and shall execute and cause its Affiliates to execute all documents necessary for such Party to initiate litigation to prosecute and maintain such action. In addition, at an initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation), such amounts shall be allocated to reimburse each Party for all expenses of the suit, including attorneys’ fees and disbursements, court costs and other litigation expenses. Any remaining amount will be retained by the Party initiating such suit; provided, however, that, except as otherwise agreed by the Parties as part of a cost-sharing arrangement, any amount recovered by either Party pursuant to Section 7.2.2(e) shall be shared by the Parties on a fifty-fifty (50/50) basis.
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Related to Procedures; Expenses and Recoveries

  • Expenses and Recoveries The enforcing Party bringing a claim, suit or action under this Section 4.3 shall be solely responsible for any expenses incurred by such Party as a result of such claim, suit or action. If such Party recovers monetary damages in such claim, suit or action, except as otherwise agreed by the Parties in connection with a cost-sharing arrangement, such recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation, and any remaining amounts shall be shared as follows: [***].

  • Business and Entertainment Expenses Subject to Company’s standard policies and procedures with respect to expense reimbursement as applied to its executive employees generally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonable and appropriate expenses incurred by Executive for business related purposes, including dues and fees to industry and professional organizations and costs of entertainment and business development.

  • Expenses and Reimbursement The Legal Services expenses (the "Legal Services Expenses") for which Van Kampen may be reimbursed are salary and salary related xxxxxxxx, including but not limited to bonuses, group insurance and other regular wages paid to the personnel of the Legal Services Group. Each member of the Legal Services Group will complete as of the last business day of each month, a time allocation sheet indicating the monthly time spent (reflected as a percentage) on matters relating to the Funds, on matters relating to other funds for which Van Kampen or its subsidiaries act as investment adviser and xxxxxxxutor ("Van Kampen Non-Participating Funds") and for other matters. Xxx xxxxegate of time spent on matters for the Funds and Van Kampen Non-Participating Funds is referred to herein ax xxx "Xxxx Percentage". Each member's Fund Percentage shall be multiplied by each member's individual Legal Service Expense; the resulting product for each member shall then be aggregated to arrive at the Legal Services Expenses that can be allocated as set forth in Paragraph 4 ("Allocable Legal Services Expenses"). The Legal Services Expenses will be paid by Van Kampen (or the affiliate of Van Kampen employing such Legal Xxxxices Group persons) anx xxxx xxxtion of such Legal Services Expenses allocated to the Funds as set forth in Paragraph 4 shall be reimbursed by the Funds. Van Kampen will tender to each Fund a monthly invoice withxx xxxx xxsiness days of the last business day of each month which shall certify the total Legal Service Expenses expended and allocated to such Fund. Except as provided herein, Van Kampen will receive no other compensation in connectiox xxxx Xxxal Services rendered in accordance with this Agreement, and Van Kampen and its affiliates will be responsible for all xxxxx xxxxnses relating to the providing of Legal Services.

  • Compensation; Allocation of Costs and Expenses (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

  • Fees, Expenses and Reimbursement (a) The Board may cause the Fund to compensate each Manager who is not an "interested person" of the Fund (as defined in the 1940 Act), and such Manager shall be reimbursed by the Fund for reasonable travel and out-of-pocket expenses incurred by him in performing his duties under this Agreement. (b) The Fund shall bear all costs and expenses incurred in its business and operations. Costs and expenses to be borne by the Fund include, but are not limited to, the following: (1) all costs and expenses directly related to investment transactions and positions for the Fund's account, including, but not limited to, brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased, custodial fees, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends, and indirect expenses from investments in Investment Funds; (2) all costs and expenses associated with the operation and registration of the Fund, offering costs and the costs of compliance with applicable Federal and state laws; (3) all costs and expenses associated with the organization and operation of separate Investment Funds managed by Investment Managers retained by the Fund; (4) the costs and expenses of holding meetings of the Board and any meetings of Members, including costs associated with the preparation and dissemination of proxy materials; (6) the fees and disbursements of the Fund's counsel, legal counsel to the Independent Managers, auditing and accounting expenses and fees and disbursements for independent accountants for the Fund, and other consultants and professionals engaged on behalf of the Fund; (7) the fees payable to custodians and other persons providing administrative services to the Fund; (8) the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund or the Board or Indemnitees; (9) all costs and expenses of preparing, setting in type, printing, and distributing reports and other communications to Members; and (10) such other types of expenses as may be approved from time to time by the Board. (c) Subject to procuring any required regulatory approvals, from time to time the Fund may, alone or in conjunction with other registered or unregistered investment funds or other accounts for which CSFB Alternative Capital, or any Affiliate of CSFB Alternative Capital, acts as general partner or investment adviser, purchase insurance in such amounts, from such insurers and on such terms as the Board shall determine.

  • Costs and Expenses: Allocation of Costs A. The Transfer Agent will be responsible for all expenses, costs and other charges arising out of the performance of its obligations pursuant to this Contract, including the fees and disbursements of any third party retained to perform any of the services to the Fund on behalf of the Transfer Agent; all paper, typesetting, printing, stationery, envelopes, postage, labeling costs, mail sorting and other similar costs of preparing and mailing any dividend or redemption payment, all shareholder reports (including the cost of printing and mailing prospectuses sent to current shareholders, including the beneficial owners of Accounts), tax statements, confirmations, notices and statements of account; all telephone and computer equipment and usage charges; all personnel expenses, heat, light, rent, utilities, equipment purchases or rentals; all insurance premiums associated with FIIOC’s provision of services under this Contract, unless the Trustees of the Fund shall have specifically authorized an allocation of all or a portion of the premium to the Fund; all costs associated with the provision of check redemption services (including, the costs of printing and mailing of checks and checkbooks to shareholders, the charges of any vendor retained by the Fund to process checks for payment, and the charges of sending canceled checks to shareholders); and all other necessary expenses associated with the provision of services under the Contract. B. Notwithstanding the foregoing, the Fund shall be required to bear all expenses for all Accounts associated with: (i) all fees and expenses of registering shares for sale under the state securities laws (“blue sky charges”); and (ii) the holding of annual or special meetings of Fund shareholders, including: the costs of typesetting, printing, postage and mailing of notices, proxy cards and proxy statements (and, if requested by a shareholder, annual reports sent to those shareholders that have opened accounts subsequent to the last regular mailing date of such reports to shareholders); the fees and other disbursements of any agent hired to mail proxy materials and/or tabulate proxies; all charges incurred by any proxy soliciting agent; the reasonable and customary fees and handling charges of brokers, banks and other intermediaries for forwarding proxy materials; all other customary expenses associated with the holding of shareholder meetings. C. The Fund shall not bear expenses for Accounts associated with charges of any bank for establishing and operating accounts for the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds (together, “bank charges”). The Transfer Agent shall look exclusively to FMR for payment of bank charges. D. Any amounts earned by the bank accounts established pursuant to paragraph 3(D) above on overnight repurchase agreements or money market funds shall be allocated to the Fund on a pro rata basis based on the amount of moneys attributable to the Fund invested in such repurchase agreements or money market funds.

  • Allocation of Costs and Expenses The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Co-Advisor for any such costs and expenses that have been paid by the Co-Advisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) organizational expenses relating to borrowings and offerings of the Company’s securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of effecting sales and repurchases of any securities of the Company; (c) expenses incurred by the Co-Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (d) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (e) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (f) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary’s investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (g) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (h) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (i) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Co-Advisor and any custodian or other agent engaged by the Company (j) all costs associated with the provision of information technology services; (k) federal and any state registration or notification fees; (l) the costs of preparing, printing and mailing reports and other communications, including shareholder reports and notices or similar materials, to shareholders; (m) interest payable on debt, if any, incurred to finance the Company’s investments; (n) transfer agent and custodial fees; (o) federal, state and local taxes; (p) fees and expenses of Independent Trustees (as defined below); (q) overhead costs, including rent, office supplies, utilities and capital equipment; (r) costs of preparing and filing reports or other documents required by the any governmental agency; (s) costs of fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums; (t) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (u) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with applicable federal and state laws; (v) internal legal expenses (including those expenses associated with attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (w) costs associated with the Company’s reporting and compliance obligations under applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (x) brokerage commissions for the Company’s investments; (y) computer software specific to the business of the Company; (z) any unreimbursed expenses incurred in connection with transactions not consummated; (aa) the costs of responding to regulatory requests; (bb) routine non-compensation overhead expenses of the Co-Advisor and or any affiliate thereof in connection with administering the Company’s business; (cc) all other expenses incurred by the Company or the Co-Advisor, or by any affiliate thereof that the Co-Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Co-Advisor or any affiliate thereof in performing the Co-Advisor’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Co-Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (dd) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Company’s respective organizational documents.

  • Reimbursement of Costs and Expenses Seller shall have paid, or reimbursed Purchaser for, all reasonable and documented out-of-pocket expenses, including but not limited to reasonable legal fees of outside counsel and reasonable and due diligence fees, actually incurred by Purchaser in connection with the development, preparation and execution of this Agreement, the other Transaction Documents and any other documents prepared in connection herewith or therewith.

  • Costs, Expenses and Indemnification (a) The Borrowers jointly and severally agree to (i) reimburse on demand all reasonable costs and expenses of each Agent and each Arranger (including reasonable fees and expenses of counsel to the Agents) in connection with (A) the preparation, syndication, negotiation, execution and delivery of the Loan Documents and (B) the care and custody of any and all collateral, and any proposed modification, amendment, or consent relating to any Loan Document, and (ii) to pay on demand all reasonable costs and expenses of each Agent and, on and after the date upon which the principal amount outstanding hereunder becomes or is declared to be due and payable pursuant to Section 9.02 or an Event of Default specified in Section 9.01(a) shall have occurred and be continuing, each Lender (including fees and expenses of counsel to the Agents, special Michigan counsel to the Lenders and, from and after such date, counsel for each Lender (including the allocated costs and expenses of in-house counsel)) in connection with the workout, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder. (b) The Borrowers jointly and severally agree to indemnify each Agent, each Arranger, each Issuing Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or other Extension of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the use of the Platform as contemplated herein, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto; provided, that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. The Borrower shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against any Indemnified Person and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Persons) incurred in connection with defense thereof, as a result of acts or omissions of the Borrowers contrary to the representation made in Section 7.01(u). (c) The Borrowers' other obligations under this Section 11.04 shall survive the repayment of all amounts owing to the Lenders, the Issuing Banks and the Agents under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of any Borrower under this Section 11.04 are unenforceable for any reason, the Borrowers jointly and severally agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

  • Expenses and Termination Fees 44 7.4 Amendment....................................................... 46 7.5

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