Pursuit Costs. (i) Prior to the date hereof, the Purchaser and BH and their respective Affiliates, have incurred, and may hereafter incur prior to the Closing Date third party out-of-pocket costs and expenses in connection with the negotiation and closing of the Purchase Agreement and their respective due diligence analyses and other evaluations of the Property (including, without limitation, costs of environmental and engineering and other feasibility reports and studies, costs related to analyzing the Property (including, without limitation, travel costs) and costs (including, without limitation, attorneys’ fees) incurred by the Members in reviewing and analyzing work conducted by Purchaser. or its agents), fees and expenses related to the Acquisition Loan, and costs to complete a Rule 3-14 audit of the financial statements in respect of the Property in compliance with certain Laws and regulations applicable to BH and/or its Affiliates (collectively, the “Pursuit Costs”).
Pursuit Costs. The actual, out-of-pocket fees, costs and expenses incurred by Purchaser in connection with this Agreement and the transactions contemplated in this Agreement, in an amount not to exceed $75,000.
Pursuit Costs. If an Eligible Opportunity receives Preliminary Approval, all third party costs and expenses incurred by the Managing Member (whether directly or through its Affiliates) in accordance with the corresponding Eligible Opportunity Budget shall be reimbursed by the Company. The Company shall not reimburse any costs or expenses incurred by the Managing Member (including its Affiliates) with respect to which Preliminary Approval is received, that are not in accordance with the applicable Eligible Opportunity Budget. Notwithstanding the above, if any Member or its Affiliate acquires such Eligible Opportunity for its own account, such Member shall, or shall cause its Affiliate to, reimburse to the Company for all third party costs and expenses paid or reimbursed thereby pursuant to this Section 12.8.
Pursuit Costs. All costs of identifying, investigating, reviewing, and analyzing the feasibility and desirability of acquiring Target Properties, including travel costs, the costs of environmental, engineering, title, and other reports of third party consultants, attorneys' fees incurred in connection with the negotiation of letters of intent, purchase agreements, and other contractual documentation relating to any such proposed acquisition and in connection with due diligence regarding any Target Property, and all costs of identifying, applying for, and negotiating any financing in connection with the proposed acquisition of a Target Property; provided, however, Pursuit Costs shall not include the corporate overhead of a Member or any Affiliate of a Member.
Pursuit Costs. Prior to the date hereof, JMIR and the Investor and their respective Affiliates, have incurred, and may hereafter incur prior to the Acquisition Date third party out-of-pocket costs and expenses in connection with the negotiation and closing of the Purchase and Sale Agreement and the Financing and their respective due diligence analyses and other evaluations of the Property (including, without limitation, costs of environmental and engineering and other feasibility reports and studies, costs related to analyzing the Property (including, without limitation, travel costs) and costs (including, without limitation, reasonable attorneys’ fees) incurred by the Members in reviewing and analyzing work conducted by JMI Realty, LLC or its agents) and costs to complete an audit of the financial statements in respect of the Property in compliance with certain laws and regulations applicable to the Investor and/or its Affiliates and any additional deposits required under the Purchase and Sale Agreement (subject to the exceptions set forth in clause (i)(2) below, collectively, the “Pursuit Costs”).
Pursuit Costs. Prior to the date hereof, JMIR and the Investor and their respective Affiliates, have incurred, and may hereafter incur prior to the Acquisition Date third party out-of-pocket costs and expenses in connection with the negotiation and closing of the Financing (subject to the exceptions set forth in clauses (i)(2) — (i)(4) below, collectively, the “Pursuit Costs”).
Pursuit Costs. Within thirty (30) days after the execution and delivery of this Agreement by the Members and hereafter in connection with the Contributions contemplated by Sections 3.1.2(a) and 3.1.2(b), the Members shall fund Contributions to the Company, in accordance with their Proportionate Shares, in order to reimburse the Members for any costs incurred in connection with the formation of the Company and Pursuit Costs in connection with the First Closing Properties and the Second Closing Properties, except that each Member shall bear its own attorney's fees and appraisal costs. Such amounts shall be distributed by the Company to the Members in reimbursement of such costs. Notwithstanding any provision hereof to the contrary, all Pursuit Costs incurred by the Federal Member shall be reimbursed to the Federal Member by the LLC whether or not the closing of the Second Closing Properties shall occur, unless the Closing of the Second Closing Properties shall fail to occur due to any default by the Federal Member under the Second Purchase and Sale Agreement, in which case the LLC shall not be responsible for reimbursing the Pursuit Costs of the Federal Member with respect to the Second Closing Properties.
Pursuit Costs. Notwithstanding any provision hereof, if, on three (3) separate occasions, the LLC shall enter into a Purchase and Sale Agreement or other Agreement to Acquire any Senior Housing Facility or other property pursuant to the exercise of any of its rights of first opportunity under this Section 6.6 and shall thereafter fail to Acquire the applicable Senior Housing Facility or other property for any reason other than a default on the part of Sunrise, then the LLC shall have no obligation to reimburse the Pursuit Costs of the Federal Member with respect to any subsequent Senior Housing Facility or other property for which the LLC enters into a Purchase and Sale Agreement or other agreement to Acquire pursuant to its rights under Section 6.6 unless and until the LLC shall actually Acquire such a Senior Housing Facility or property.
Pursuit Costs. (i) Prior to the date hereof, the AW Member Group and BH and their respective Affiliates, have incurred, and may hereafter incur prior to the Closing Date third party out-of-pocket costs and expenses in connection with the negotiation and closing of the Purchase Agreement and their respective due diligence analyses and other evaluations of the Property (including, without limitation, costs of environmental and engineering and other feasibility reports and studies, costs related to analyzing the Property (including, without limitation, travel costs) and costs (including, without limitation, attorneys’ fees) incurred by the Members in reviewing and analyzing work conducted by Xxxxxxxxxx Xxxxxx Capital, Inc. or its agents) and costs to complete an audit of the financial statements in respect of the Property in compliance with certain laws and regulations applicable to BH and/or its Affiliates (collectively, the “Pursuit Costs”). For the avoidance of doubt, those expenditures identified on Schedule B of the LOI shall be considered Pursuit Costs for purposes of this Section 4.1(b).
Pursuit Costs. Buyer's actual and reasonable independent third party out-of-pocket expenses incurred in connection with its due diligence investigation of the Property (including, without limitation, attorneys' fees), up to a maximum of $150,000, in the aggregate.
