Purchaser’s Costs and Expenses Sample Clauses

Purchaser’s Costs and Expenses. On the Closing Date, subject to the limitations set forth below, all direct and indirect costs and expenses of the Purchasers related to the negotiation, due diligence, preparation, closing, and all other items regarding or related to this Agreement and the other Transaction Documents and all of the transactions contemplated herein and/or therein, including, but not limited to, the legal fees and expenses of the Purchasers’ legal counsel (collectively, the “Purchasers’ Expenses”), shall be due and payable from the Company to the Purchasers; and the Purchasers shall subtract from their respective Purchase Price to be paid to the Company for the purchase of the Notes and Warrants, all of such Purchasers’ Expenses. Although the Purchasers’ Expenses are the sole responsibility and obligation of the Company, but are being subtracted by the Purchasers from their respective Purchase Price actually paid to the Company, such Purchasers’ Expenses shall constitute part of such Purchase Price and shall not directly and/or indirectly reduce and or result in any set-off the aggregate principal amount of the Note or result in a set-off and/or reduction of any other funds owed by the Company to the Purchasers. Notwithstanding anything to the contrary contained herein, the Company’s responsibility for the Purchasers’ Expenses shall not exceed $25,700.00 to be allocated as follows: (i) to the legal fees and expenses of the Purchasers’ legal counsel in a sum not to exceed $25,000.00 and (ii) to other Purchasers’ Expenses in a sum not to exceed $700.00.
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Purchaser’s Costs and Expenses. The Company will reimburse the Purchasers for their costs and expenses in connection with the transactions contemplated by this Agreement, including, without limitation, (a) the fees and expenses of the Purchaser's accountants, attorneys and other advisors and (b) any and all losses, liabilities, claims, damages and any out-of-pocket costs and expenses incurred in connection with any claims, disputes, proceedings or litigation arising directly or indirectly out of the transactions contemplated by this Agreement, provided that any such reimbursed costs and expenses shall not be reflected in any reduction of Book Value included under "C" in Schedule B.
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Purchaser’s Costs and Expenses. At Closing, Purchaser shall pay the following costs and expenses:
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Purchaser’s Costs and Expenses. Seller shall pay to Purchaser on demand all costs, expenses, filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of this Agreement, the other Transaction Documents and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) costs and expenses of conducting lien searches and filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, and intangibles taxes, if applicable); (b) costs and expenses of remitting proceeds, collecting checks and other items of payment, and establishing and maintaining the Blocked Accounts, together with Purchaser’s customary charges and fees with respect thereto; (c) costs and expenses of enforcing the provisions of this Agreement and the other Transaction Documents or defending any claims made or threatened against Purchaser arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (d) out-of-pocket expenses and costs incurred by Purchaser during the course of field examinations of Accounts purchased hereunder and Seller’s operations, plus a per diem charge at the rate of $750 per person per day for Purchaser’s examiners in the field and office; and (e) reasonable fees and disbursements of counsel (including legal assistants) to Purchaser in connection with any of the foregoing. Notwithstanding the foregoing, this Section 3.2 is not intended to provide recourse to or a claim against Seller with respect to costs and expenses of Purchaser in seeking recoveries against Account Debtor or pursuing collection of the Accounts and Related Assets purchased hereunder (but the foregoing is not in limitation of any claims of breach or nonperformance of servicing obligations that may be made under other provisions hereof against Seller in its capacity as Servicer, or in limitation of otherwise proper claims for indemnification under Section 11.7 hereof), or with respect to losses solely due to Account Debtor’s financial inability to pay an Account purchased hereunder upon the due date therefor.
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Purchaser’s Costs and Expenses. Purchaser shall pay, in addition to its apportionments, (i) the cost of its legal counsel, accountants, engineers, architects, and advisors; (ii) the premium for any title commitment obtained by Purchaser and the title insurance and endorsements issued pursuant thereto; (iii) the cost of recording the deed as well as any other of Seller’s Deliveries which are to be recorded; (iv) the costs of municipal lien certificates, (v) one-half (½) of any escrow fees incurred to the Title Company; and (vii) any other costs and expenses which are customarily borne by a purchaser of commercial property in Boston, Massachusetts.
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Purchaser’s Costs and Expenses. Purchaser shall pay, in addition to its apportionments: (i) the cost of its legal counsel, accountants, engineers, architects, and advisors; (ii) the cost of the premium for the Title Policy and any endorsements issued pursuant thereto, other than the cost of any endorsements to cure or eliminate any Seller’s Required Title Actions; (iii) the cost to obtain the Survey, if any; and (iv) one-half (½) of the customary escrow fees, costs and expenses incurred to the Escrow Agent or Title Company.
Sample 1
Purchaser’s Costs and Expenses. On the Closing Date, all reasonable, documented direct and indirect out-of-pocket costs and expenses of the Purchasers related to the negotiation, due diligence, preparation, closing, and all other items regarding or related to this Agreement and the other Documents and all of the transactions contemplated herein and/or therein, including, but not limited to, the reasonable legal fees and expenses of the Purchasers’ legal counsel, Pxxxx Cxxxxxx LLP, and for clarity no other legal fees or expenses (collectively, the “Purchasers’ Expenses”), shall be due and payable from the Company to the Purchasers; and the Purchasers shall subtract from their respective Purchase Price to be paid to the Company for the purchase of the Notes, such Purchasers’ Expenses. Although the Purchasers’ Expenses are being subtracted by the Purchasers from their respective Purchase Price actually paid to the Company, such Purchasers’ Expenses shall constitute part of such Purchase Price and shall not directly and/or indirectly reduce and or result in any set-off the aggregate principal amount of the Note or result in a set-off and/or reduction of any other funds owed by the Company to the Purchasers. Notwithstanding anything to the contrary contained herein, the Company’s responsibility for the Purchasers’ Expenses shall not exceed, in the aggregate, $25,000 for Pxxxx Cxxxxxx LLP as Purchasers’ legal counsel.
Sample 1
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Related to Purchaser’s Costs and Expenses

  • Sellers’ Costs and Expenses Except as may otherwise be provided in this Agreement, including Section 8.1, or in the Purchase Agreement, all expenses and costs incurred by the Sellers in connection with the performance of their obligations hereunder shall be the responsibility of, paid by and for the account of the Sellers.

  • 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.

  • Attorneys’ Fees, Costs and Expenses In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

  • Attorney Fees, Costs and Expenses The Company shall promptly reimburse Employee, on a monthly basis, for the reasonable attorney fees, costs and expenses incurred by the Employee in connection with any action brought by Employee to enforce his rights hereunder, regardless of the outcome of the action.

  • Fees, Costs and Expenses All fees, costs and expenses (including attorneys’ fees and expenses) incurred by any party hereto in connection with the preparation, negotiation and execution of this Agreement and the exhibits and schedules hereto and the consummation of the transactions contemplated hereby and thereby shall be the sole and exclusive responsibility of such party. In addition, the Company will pay the costs associated with any filings with, or compliance with any of the requirements of any governmental authorities.

  • 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.

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