Proceeds and Expenses Sample Clauses

Proceeds and Expenses. The Vendor is entitled to the proceeds received from, and shall pay all amounts payable in respect of, the Sale Interest up to and including the Effective Date. The Vendor is responsible for any tax, levy, encumbrance that any PRC Governmental Agency imposes on the Vendor that relates directly to its transfer of the Sale Interest.
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Proceeds and Expenses. (a) From and after the Effective Time, Buyer shall be entitled to all proceeds received by Seller relating to the Assets and Buyer shall be liable for all costs and expenses attributable to the Assets for periods after the Effective Time. At Closing the parties shall execute, acknowledge and deliver transfer orders or letters in lieu thereof notifying all purchasers of production of the change in ownership of the Assets and directing all purchases of production to make payment to Buyer of proceeds attributable to production from the Assets. Furthermore, Seller shall promptly turn over to Buyer all proceeds of production relating to the Assets and all reimbursements of expenses paid by Buyer which are received by Seller after the Effective Time and which are attributable to the Assets for any period after the Effective Time. (b) Buyer shall promptly turn over to Seller all proceeds of production relating to the Assets and all reimbursements of expenses previously paid by Seller which are received by Buyer after the date hereof and which are attributable to the Assets for any period of time prior to the Effective Time. This obligation shall survive and continue beyond the Final Settlement Statement.
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Proceeds and Expenses. Subject to the terms of this Agreement, from and after the Closing, Buyer shall be entitled to, and Seller shall promptly turn over to Buyer, all proceeds received by Seller relating to the Assets for periods from and after the Effective Time and Buyer shall be liable for all costs and expenses attributable to the Assets for periods from and after the Effective Time. Buyer shall promptly turn over to Seller all proceeds of production relating to the Assets, and all reimbursements of expenses previously paid by Seller, which are received by Buyer after the date hereof and which are attributable to the Assets for any period of time prior to the Effective Time.
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Proceeds and Expenses. (i) All proceeds realized upon any judgment or settlement regarding an action undertaken pursuant to Section 6.3(a) above (net of direct out-of-pocket expenses relating thereto) and in which BSC participates as described in Section 6.3(b) above shall be shared based on the parties' relative lost profits. (ii) Notwithstanding the foregoing, if AMS fails to take legal action to eliminate or minimize the consequences of an infringement of a Patent Right, Trademark or any other AMS Intellectual Property that relates to Company Products distributed hereunder within thirty (30) days following its notice to BSC under Section 6.3(a) hereof, or if AMS notifies BSC in writing that it does not intend to exercise its rights to take any such legal action, then the Company Products distributed BSC hereunder in the Sales Regions in which such infringement or unauthorized disclosure takes place shall not be subject to any Minimum Transfer Price; provided, however, that the Transfer Price for such products shall not be less than the Cost of Goods Sold for such Company Product.
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Proceeds and Expenses. Except as otherwise provided in subsection (b) of this section:
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Proceeds and Expenses. Profit from all products and services, excluding bootcamps, coaching, and any other item sold through or as a result of the webinar shall be calculated as follows: a. “Net Sales” will be split fifty (50%) percent to Speaker and fifty (50%) percent to Promoter; b. Net Sales equals the gross sales less (i) any sales tax collected, and (ii) credit card processing and handling charges of three (4%) percent; c. Promoter will pay Speaker (50%) percent of Speaker’s portion of the Net Sales, less any refunds awarded within 45 days of the Teleseminar broadcast date. d. In the event that a credit card company or merchant account imposes any holdback, Speaker and Promoter agree to cooperate fully, including a delay in payment, to correspond with any holdback period imposed. Speaker will pay Promoter via check. Check will be made payable to: And mailed to:
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Proceeds and Expenses. Except as otherwise provided herein, all proceeds, receipts and credits and all income attributable to the Assets for all periods on or before the Effective Time shall belong to Assignor and all proceeds, receipts and credits and all income attributable to the Assets for all periods after the Effective Time shall belong to Assignee. Except as otherwise provided herein, all costs and expenses relating to the Assets and attributable to the periods prior to the Effective Time shall be the responsibility of Assignor and all costs and expenses relating to the Assets and attributable to the periods on and after the Effective Time shall be the responsibility of Assignee. Assignor may, but is not obligated to, send out a Final Settlement Statement to account for the items in this paragraph and the parties shall utilize reasonable efforts to reach agreement on such matters. There shall be no interest or penalties due from or owed to Assignor or Assignee arising from this paragraph or under the Final Settlement Statement. If Assignor sends an invoice to Assignee pursuant to a Final Settlement Statement, Assignee shall pay such invoice within ten (10) days of receipt.
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Proceeds and Expenses. (i) All proceeds realized upon any judgment or settlement regarding an action undertaken pursuant to Section 8.3(a) above (net of direct out-of-pocket expenses relating thereto) and in which BSC participates as described in Section 8.3(b) above shall be shared based on the parties' relative lost profits. (ii) Notwithstanding the foregoing, if (1) AMS fails to take legal action to eliminate or minimize the consequences of an infringement of a Patent Right, Trademark or any other AMS Intellectual Property that relates to BIS-Screen Products distributed by BSC hereunder within sixty (60) days after the earlier of the date: (a) AMS first became aware of such infringement; or (b) BSC notifies AMS of its good faith belief that infringement has occurred, subject to the dispute resolution procedure set forth below; and (2) such infringer has acquired a market share for the applicable product of greater than [**] percent ([**]%), then, in the countries where such infringement is occurring, BSC shall be entitled to reduce (A) the Transfer Price otherwise payable by the greater of (y) [**] percent ([**]%) of the Transfer Price, or (z) [**] percent ([**]%) of the Transfer Price as otherwise calculated pursuant to this Agreement minus the Cost of Goods Sold of AMS for such BIS-Screen Product for such period, or (B) any Distribution Commission otherwise payable by BSC with respect to such BIS-Screen Products by [**] percent ([**]%) of such Distribution Commission as otherwise calculated hereunder, until the infringement is substantially eliminated or the market share of such infringer is reduced to below [**] percent ([**]%) in the applicable country. In the event the parties are unable to agree upon whether a third party is infringing a Patent Right, Trademark or any other AMS Intellectual Property that relates to BIS-Screen Products distributed by BSC hereunder, the matter shall be submitted to three persons (who may be patent counsel to AMS or BSC, or independent patent counsel) having experience with and knowledge of the subject matter of this Agreement, to be mutually agreed upon by the parties. The determination made by such persons shall be (A) made within twenty (20) days of submission, (B) final and binding on the parties hereto, and (C) provided to the parties in writing. The fees and disbursements of such persons shall be divided equally between the parties.
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Proceeds and Expenses 
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Related to Proceeds and Expenses

  • Revenues and Expenses (a) Sellers are entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned prior to the Effective Time or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except for the proceeds attributable to Hydrocarbon production in storage as of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods from and after the Effective Time, or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant to Section 2.04(a)(i) above. Buyer is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred from and after the Effective Time and are not Disallowed Expenses. (c) Such amounts that are received or paid prior to Closing shall be accounted for in the Closing Date Statement or Final Settlement Statement, as applicable. Such amounts that are received or paid after Closing but prior to the date of the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (d) For purposes of this Section 2.09, the determination of whether an Operating Expense was incurred before, on or after the Effective Time shall be based on when the applicable service was rendered, when the applicable good was delivered or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following the Final Settlement Date, should (i) any of Owners, Target, Buyer or their respective Affiliates receive monies belonging to the other Party, as applicable, in accordance with this Section 2.09, then such amount shall, within 5 Business Days after the end of the month in which such amounts were received, be paid over to the proper Party, and (ii) any of Owners, Target, Buyer or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amounts.

  • Payment of Costs and Expenses The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

  • Payment and Expenses 8.1 Each payment to be made by the Guarantor under this guarantee shall be made in pounds sterling, free and clear of all deductions or withholdings of any kind, except for those required by law, and if any deduction or withholding must be made by law, the Guarantor shall pay that additional amount which is necessary to ensure that the Authority receives a net amount equal to the full amount which it would have received if the payment had been made without the deduction or withholding. 8.2 The Guarantor shall pay interest on any amount due under this guarantee from the day after the date on which payment was due up to and including the date of payment in full (whether before or after judgment) in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000. 8.3 The Guarantor shall reimburse the Authority for all legal and other costs (including VAT) incurred by the Authority in connection with the enforcement of this guarantee.

  • Facilities and Expenses The Employer will furnish the Employee with office space, equipment, supplies, computer and facsimile equipment, telephones (including cellular telephone), automobile or automobile allowance and such other facilities, support staff and personnel as the Employer deems necessary or appropriate for the performance of the Employee's duties under this Agreement. The Employer will reimburse the Employee for reasonable business expenses incurred by him on behalf of the Employer in the performance of his duties; provided, that Employee furnishes to Employer documentation of such expenses as is required by the Internal Revenue Service, as well as such other documentation as the Employer may reasonably request. In addition, the Employer shall reimburse the Employee or otherwise provide and pay for all approved professional affiliation expenses incurred by the Employee. The Employee must file authorization requests, to the extent required by the Employer's employment policies and, in all instances, expense reports with respect to such expenses in accordance with the Employer's policies.

  • Costs and Expenses The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

  • 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.

  • Certain Costs and Expenses The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

  • Other Costs and Expenses Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

  • 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.

  • 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.

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