Common use of Reimbursable Costs Clause in Contracts

Reimbursable Costs. All costs incurred by Mortgagee pursuant to this Mortgage, to the extent reimbursable under Applicable Indiana Law, whether or not enumerated in this Mortgage ("Reimbursable Costs"), shall be added to the Obligations Secured or by the judgment of foreclosure, which Reimbursable Costs may include, without limitation, all costs and expenses which may be paid or incurred by or on behalf of Mortgagee in any proceeding to enforce this Mortgage or foreclose upon the Mortgaged Property, all expenses of any environmental site assessments, environmental audits, environmental remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain studies, and any other similar testing or investigation deemed necessary or advisable by Mortgagee incurred in preparation for, contemplation of or in connection with the enforcement of this Mortgage and/or the collection of the Obligations Secured and for attorneys' fees, appraiser's fees, receiver's costs and expenses, insurance, taxes, outlays for documentary and expert evidence, expenses and costs for preservation of the Mortgaged Property, stenographer's charges, publication costs and costs of procuring all abstracts of title, title searches and examination, guarantee policies, and similar data and assurances with respect to title as may deem to be reasonably necessary either to prosecute such suit or to evidence to bidders at any foreclosure sale which may be had pursuant to such decree the true condition of the title to or value of the Mortgaged Property or for any other reasonable purpose. The amount of any such Reimbursable Costs which may be paid or incurred after the decree or judgment for sale is entered may be estimated and the amount of such estimate may be allowed and included as additional indebtedness secured hereby in the foreclosure judgment or decree for or sale. The phrases "attorneys fees", "legal fees" and counsel fees" when used herein or in the other Loan Documents shall include any and all attorneys', paralegals' and law clerks' fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Lender in protecting its interest in the Premises, or any part thereof and enforcing its rights hereunder. 

Reimbursable Costs. All costs incurred by Mortgagee pursuant to this Mortgage, to the extent reimbursable under Applicable Indiana Law, whether or not enumerated in this Mortgage ("Reimbursable Costs"), shall be added to the Obligations Secured or by the judgment of foreclosure, which Reimbursable Costs may include, without limitation, all costs and expenses which may be paid or incurred by or on behalf of Mortgagee in any proceeding to enforce this Mortgage or foreclose upon the Mortgaged Property, all expenses of any environmental site assessments, environmental audits, environmental remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain studies, and any other similar testing or investigation deemed necessary or advisable by Mortgagee incurred in preparation for, contemplation of or in connection with the enforcement of this Mortgage and/or the collection of the Obligations Secured and for attorneys' fees, appraiser's fees, receiver's costs and expenses, insurance, taxes, outlays for documentary and expert evidence, expenses and costs for preservation of the Mortgaged Property, stenographer's charges, publication costs and costs of procuring all abstracts of title, title searches and examination, guarantee policies, and similar data and assurances with respect to title as may deem to be reasonably necessary either to prosecute such suit or to evidence to bidders at any foreclosure sale which may be had pursuant to such decree the true condition of the title to or value of the Mortgaged Property or for any other reasonable purpose. The amount of any such Reimbursable Costs which may be paid or incurred after the decree or judgment for sale is entered may be estimated and the amount of such estimate may be allowed and included as additional indebtedness secured hereby in the foreclosure judgment or decree for or sale. The phrases "attorneys attorneys’ fees", "legal fees" and counsel fees" when used herein or in the other Loan Documents shall include any and all attorneys', paralegals' and law clerks' fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Lender in protecting its interest in the Premises, or any part thereof and enforcing its rights hereunder. .

Reimbursable Costs. All costs incurred by Mortgagee pursuant to this MortgageOn or before [REDACTED] calendar month, the Program Manager shall prepare and submit to the extent reimbursable under Applicable Indiana LawProject Representative its projection (identifying, whether or not enumerated in this Mortgage ("the form of Exhibit K hereto, anticipated items of Services, Supplies and Procured Services together with the Reimbursable Costs payable in respect thereof) of the following month's anticipated Reimbursable Costs"). The Program Manager shall notify the Owner of, and shall be added entitled to submit each Reimbursement Invoice upon, its actual expenditure or disbursement of Reimbursable Costs subject to any such Reimbursement Invoice, and shall attach to or include in each Reimbursement Invoice a statement (x) certifying to the Obligations Secured Owner that the full amount of the invoiced Reimbursable Costs have in fact been expended or disbursed by the judgment Program Manager as of foreclosurethe date of such Reimbursement Invoice, which and (y) allocating the Reimbursable Costs may include, without limitation, all costs between Supplier Costs and expenses which may be paid or incurred by or on behalf of Mortgagee in any proceeding to enforce this Mortgage or foreclose upon the Mortgaged Property, all expenses of any environmental site assessments, environmental audits, environmental remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain studiesRecoverable Costs, and any other similar testing shall submit together therewith the following documents: (A) As to Supplier Costs, (1) an itemized statement detailing each payment made to Suppliers, with specific identification (by reference to the relevant Supplier Contract) of items of Supply or investigation deemed necessary or advisable Procured Services for which reimbursement is claimed by Mortgagee incurred in preparation for, contemplation of or in connection with the enforcement of this Mortgage and/or the collection of the Obligations Secured and for attorneys' fees, appraiser's fees, receiver's costs and expenses, insurance, taxes, outlays for documentary and expert evidence, expenses and costs for preservation of the Mortgaged Property, stenographer's charges, publication costs and costs of procuring all abstracts of title, title searches and examination, guarantee policies, and similar data and assurances Program Manager; (2) a Lien Release executed by each Supplier with respect to title all Procured Services or Supplies having a Supplier Cost (including all prior payments made to the relevant Supplier in respect thereof) in [REDACTED] for which the Program Manager has made payment and is seeking reimbursement; and (3) the Supplier Cost Verification as may deem to be reasonably necessary either Procured Services or Supplies having a Supplier Cost (including all prior payments made to prosecute the relevant Supplier in respect thereof) in excess of $500,000 for which reimbursement of Supplier Costs is sought; and (B) As to Recoverable Costs, (1) an itemized statement detailing each such suit or Recoverable Cost [REDACTED], identifying all relevant Persons performing the Services with the dates of performance thereof; and (2) a Lien Release executed by the Program Manager, certifying that each Person engaged by it to evidence perform Services hereunder has been paid in full and that there are no Liens asserted with respect to bidders at any foreclosure sale the Services for which may be had pursuant to such decree the true condition of the title to or value of the Mortgaged Property or for any other reasonable purpose. The amount of any such Reimbursable Costs which may be paid or incurred after the decree or judgment for sale reimbursement is entered may be estimated and the amount of such estimate may be allowed and included as additional indebtedness secured hereby in the foreclosure judgment or decree for or sale. The phrases "attorneys fees", "legal fees" and counsel fees" when used herein or in the other Loan Documents shall include any and all attorneys', paralegals' and law clerks' fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Lender in protecting its interest in the Premises, or any part thereof and enforcing its rights hereunder. sought.

Reimbursable Costs. All 12.01 Except as otherwise provided herein, Ethyl shall reimburse Albemarle monthly for all of the actual costs and expenses incurred by Mortgagee pursuant Albemarle, including supplying the labor, equipment, Raw Materials, fuel and utilities, required to operate the MMT Facility to supply MMT for Ethyl as required under this Mortgage, to the extent reimbursable under Applicable Indiana Law, whether or not enumerated in this Mortgage Agreement ("Reimbursable Costs"); however, shall be added to the Obligations Secured or by the judgment of foreclosure, which Reimbursable Costs may include, without limitation, all such costs and expenses shall not include costs and expenses for which may Albemarle is responsible pursuant to this Agreement, or MMT Related Claims. Depreciation or amortization expense on (i) capital expenditures for facilities owned by Ethyl or (ii) capital expenditures which were reimbursed by Ethyl to Albemarle or (iii) facilities in place at the MMT Facility as of the Closing Date shall not be paid considered a Reimbursable Cost under this Agreement. The method of calculating Reimbursable Costs shall be the accounting policies, procedures and cost-allocation practices used by Ethyl for the Orangeburg Plant for the 1993 calendar year ("Plant Cost System"). The references to labor, equipment, Raw Materials, fuel and utilities above shall not be construed to limit the application of the Plant Cost System, but is for illustrative purposes only. Albemarle shall promptly notify Ethyl of any and all updates, revisions and/or interpretations of said policies, procedures and cost-allocation practices if such a change will cause a material adverse change in the computation of costs reimbursable by Ethyl to Albemarle under this Agreement. Any such change in computation of costs reimbursable by Ethyl to Albemarle shall require the consent of Ethyl prior to implementation. The parties agree to negotiate in good faith changes in the method of computing costs reimbursable by Ethyl where it is demonstrated that substantial inequities will result in using the Plant Cost System. 12.02 Ethyl shall not be responsible to reimburse Albemarle, for costs of manufacture, rework or disposal of product prior to shipment to Ethyl or its customers which fails to meet Ethyl's product specifications set forth in Exhibit A, as amended, which is in excess of the percentage of the total off-specification MMT produced at the Orangeburg Plant in relation to the total MMT meeting specifications produced at the Orangeburg Plant for the calendar years 1992 and 1993. It is agreed between the parties that Albemarle shall have no responsibility for MMT returned or rejected by customers for failure to meet Ethyl specifications if the product sample retained by Albemarle, when tested in accordance with mutually agreed upon test procedures, establishes the product met the MMT specifications set forth in Exhibit A, as amended, when loaded for delivery to Ethyl or its customers. 12.03 As soon as possible after the close of each calendar month, Albemarle shall submit to the Coordinator its invoice for the Reimbursable Costs incurred by or on behalf it during the prior month plus the Operating Fees set forth in Article 13. Such invoice shall be due and payable without discount twenty (20) days after the date the invoice is received by Ethyl's finance department at the following address: Original Invoice to: Ethyl Corporation 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Attn: Accounts Payable Copy to: Ethyl's Coordinator 12.04 Albemarle shall maintain for a period of Mortgagee five (5) years from the date of preparation good and sufficient records in any proceeding accordance with generally accepted accounting principles consistently applied to enforce this Mortgage or foreclose upon support the Mortgaged Property, all expenses of any environmental site assessments, environmental audits, environmental remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain studies, and any other similar testing or investigation deemed necessary or advisable by Mortgagee incurred in preparation for, contemplation of or in connection with the enforcement of this Mortgage and/or the collection of the Obligations Secured and for attorneys' fees, appraiser's fees, receiver's costs and expensesexpenses invoiced hereunder and such other records as Ethyl may reasonably request. All records relating to the equipment, insuranceRaw Material, taxeslabor, outlays for documentary fuel and expert evidenceutilities, expenses including all inventory balances relating to the MMT Facility maintained by Albemarle and costs for preservation of the Mortgaged Propertyall accounting, stenographer's charges, publication costs and costs of procuring all abstracts of title, title searches and examination, guarantee policies, procedures and similar data and assurances with respect to title cost-allocation practices employed by Albemarle shall be available for audit by Ethyl's representative during normal hours of business, provided that not more than two (2) such audits shall be held during any calendar year. In the event an audit determines that an overcharge or undercharge has occurred, Albemarle or Ethyl, as the case may deem to be reasonably necessary either to prosecute such suit or to evidence to bidders at any foreclosure sale which may be had pursuant to such decree the true condition of the title to or value of the Mortgaged Property or for any other reasonable purpose. The amount of any such Reimbursable Costs which may be paid or incurred after the decree or judgment for sale is entered may be estimated and be, shall promptly credit the amount of such estimate may overcharge or undercharge to the proper party's account. If the audit reveals an overcharge in excess of three percent (3%) for the period being audited (which shall in no event be allowed and included as additional indebtedness secured hereby in the foreclosure judgment or decree for or sale. The phrases "attorneys fees", "legal fees" and counsel fees" when used herein or in the other Loan Documents shall include any and all attorneys', paralegals' and law clerks' fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Lender in protecting its interest in the Premises, or any part thereof and enforcing its rights hereunder. less than one (1) calendar

Reimbursable Costs. All Notwithstanding anything to the contrary contained in this Mortgage, but subject to the provisions of Paragraph 18 of the Note and Paragraph 46 of this Mortgage, all costs incurred by Mortgagee pursuant to this Mortgage, to the extent reimbursable under Applicable Indiana Law, whether or not enumerated in this Mortgage ("Reimbursable Costs")Mortgage, shall be added to the Obligations Secured Debt secured by this Mortgage or by the judgment of foreclosure, which Reimbursable Costs may include, without limitation, all costs and expenses which may be paid or incurred by or on behalf of Mortgagee in any proceeding to enforce this Mortgage or foreclose upon the Mortgaged Property, all expenses of any environmental site assessments, environmental audits, environmental remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain studies, and any other similar testing or investigation deemed necessary or advisable by Mortgagee incurred in preparation for, contemplation of or in connection with the enforcement of this Mortgage and/or the collection of the Obligations Secured debt and for attorneys' fees, appraiser's fees, receiver's costs and expenses, insurance, taxes, outlays for documentary and expert evidence, expenses and costs for preservation of the Mortgaged Mortgages Property, stenographer's charges, publication costs and costs of procuring all abstracts of title, title searches and examination, guarantee policies, and similar data and assurances with respect to title as may deem to be reasonably necessary either to prosecute such suit or to evidence to bidders at any foreclosure sale which may be had pursuant to such decree the true condition of the title to or value of the Mortgaged Property or for any other reasonable purpose. The amount of any such Reimbursable Costs which may be paid or incurred after the decree or judgment for sale is entered may be estimated and the amount of such estimate may be allowed and included as additional indebtedness Debt secured hereby in the foreclosure judgment or decree for or sale. The phrases "attorneys fees", "legal fees" and counsel fees" when used herein or in the other Loan Documents shall include any and all attorneys', paralegals' and law clerks' fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Lender Mortgagee in protecting its interest in the PremisesMortgaged Property, or any part thereof and enforcing its rights hereunder. .

Reimbursable Costs. All 12.01 Except as otherwise provided herein, Ethyl shall reimburse Albemarle monthly for all of the actual costs and expenses incurred by Mortgagee Albemarle, including supplying the labor, equipment, Raw Materials, fuel and utilities, required to operate the MMT Facility to supply MMT for Ethyl as required under this Agreement (“Reimbursable Costs”); however, such costs and expenses shall not include costs and expenses for which Albemarle is responsible pursuant to this MortgageAgreement, or MMT Related Claims. Depreciation or amortization expense on (i) capital expenditures for facilities owned by Ethyl or (ii) capital expenditures which were reimbursed by Ethyl to Albemarle or (iii) facilities in place at the MMT Facility as of the Closing Date shall not be considered a Reimbursable Cost under this Agreement. The method of calculating Reimbursable Costs shall be the accounting policies, procedures and cost-allocation practices used by Ethyl for the Orangeburg Plant for the 1993 calendar year (“Plant Cost System”). The references to labor, equipment, Raw Materials, fuel and utilities above shall not be construed to limit the application of the Plant Cost System, but is for illustrative purposes only. Albemarle shall promptly notify Ethyl of any and all updates, revisions and/or interpretations of said policies, procedures and cost-allocation practices if such a change will cause a material adverse change in the computation of costs reimbursable by Ethyl to Albemarle under this Agreement. Any such change in computation of costs reimbursable by Ethyl to Albemarle shall require the consent of Ethyl prior to implementation. The parties agree to negotiate in good faith changes in the method of computing costs reimbursable by Ethyl where it is demonstrated that substantial inequities will result in using the Plant Cost System. 12.02 Ethyl shall not be responsible to reimburse Albemarle, for costs of manufacture, rework or disposal of product prior to shipment to Ethyl or its customers which fails to meet Ethyl’s product specifications set forth in Exhibit A, as amended, which is in excess of the percentage of the total off-specification MMT produced at the Orangeburg Plant in relation to the extent reimbursable under Applicable Indiana Lawtotal MMT meeting specifications produced at the Orangeburg Plant for the calendar years 1992 and 1993. It is agreed between the parties that Albemarle shall have no responsibility for MMT returned or rejected by customers for failure to meet Ethyl specifications if the product sample retained by Albemarle, whether when tested in accordance with mutually agreed upon test procedures, establishes the product met the MMT specifications set forth in Exhibit A, as amended, when loaded for delivery to Ethyl or not enumerated its customers. 12.03 As soon as possible after the close of each calendar month, Albemarle shall submit to the Coordinator its invoice for the Reimbursable Costs incurred by it during the prior month plus the Operating Fees set forth in this Mortgage ("Reimbursable Costs"), Article 13. Such invoice shall be added due and payable without discount twenty (20) days after the date the invoice is received by Ethyl’s finance department at the following address: Original Invoice to: Ethyl Corporation 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Attn: Accounts Payable Copy to: Ethyl’s Coordinator 12.04 Albemarle shall maintain for a period of five (5) years from the date of preparation good and sufficient records in accordance with generally accepted accounting principles consistently applied to support the Obligations Secured or by the judgment of foreclosure, which Reimbursable Costs may include, without limitation, all costs and expenses which invoiced hereunder and such other records as Ethyl may be paid or incurred reasonably request. All records relating to the equipment, Raw Material, labor, fuel and utilities, including all inventory balances relating to the MMT Facility maintained by or on behalf of Mortgagee in any proceeding to enforce this Mortgage or foreclose upon the Mortgaged PropertyAlbemarle and all accounting, all expenses of any environmental site assessments, environmental audits, environmental remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain studies, and any other similar testing or investigation deemed necessary or advisable by Mortgagee incurred in preparation for, contemplation of or in connection with the enforcement of this Mortgage and/or the collection of the Obligations Secured and for attorneys' fees, appraiser's fees, receiver's costs and expenses, insurance, taxes, outlays for documentary and expert evidence, expenses and costs for preservation of the Mortgaged Property, stenographer's charges, publication costs and costs of procuring all abstracts of title, title searches and examination, guarantee policies, procedures and similar data and assurances with respect to title cost-allocation practices employed by Albemarle shall be available for audit by Ethyl’s representative during normal hours of business, provided that not more than two (2) such audits shall be held during any calendar year. In the event an audit determines that an overcharge or undercharge has occurred, Albemarle or Ethyl, as the case may deem to be reasonably necessary either to prosecute such suit or to evidence to bidders at any foreclosure sale which may be had pursuant to such decree the true condition of the title to or value of the Mortgaged Property or for any other reasonable purpose. The amount of any such Reimbursable Costs which may be paid or incurred after the decree or judgment for sale is entered may be estimated and be, shall promptly credit the amount of such estimate may overcharge or undercharge to the proper party’s account. If the audit reveals an overcharge in excess of three percent (3%) for the period being audited (which shall in no event be allowed less than one (1) calendar quarter) Albemarle shall in addition to any credit required above reimburse Ethyl for its audit costs. 12.05 In the event there is a disagreement between the parties on any item or items included in an invoice of which Ethyl has informed Albemarle in writing within thirty (30) days from receipt of invoice, or as revealed in an audit report as provided for in Section 12-04, Ethyl shall promptly pay the portion of the invoice not in dispute and included the parties shall meet and in good faith use their reasonable efforts to resolve the disagreement as additional indebtedness secured hereby in promptly as possible and prior to the foreclosure judgment issuance of the next invoice. If Ethyl and Albemarle cannot resolve their disagreement within sixty (60) days from date of receipt of invoice or decree audit report said matter shall be referred to a mutually agreeable national accounting firm (“Dispute Arbitrator”) for or saleresolution. The phrases "attorneys fees", "legal fees" and counsel fees" when used herein or in decision of the other Loan Documents Dispute Arbitrator shall include any and all attorneys', paralegals' and law clerks' be binding on both parties. The fees and disbursements, including, but not limited to, fees and disbursements at costs of the pre-trial, trial and appellate levels incurred or paid Dispute Arbitrator shall be allocated to the parties as determined by Lender in protecting its interest in the Premises, or any part thereof and enforcing its rights hereunder. Dispute Arbitrator.

Reimbursable Costs. All costs incurred by Mortgagee pursuant to this Mortgage, to the extent reimbursable under Applicable Indiana Law, whether or not enumerated in this Mortgage ("Reimbursable Costs"), shall be added to the Obligations Secured or by the judgment of foreclosure, which Reimbursable Costs may include, without limitation, all costs and expenses which may be paid or incurred by or on behalf of Mortgagee in any proceeding to enforce this Mortgage or foreclose upon the Mortgaged Property, all expenses of any environmental site assessments, environmental audits, environmental remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain studies, and any other similar testing or investigation deemed necessary or advisable by Mortgagee incurred in preparation for, contemplation of or in connection with the enforcement of this Mortgage and/or the collection of the Obligations Secured and for attorneys' fees, appraiser's fees, receiver's costs and expenses, insurance, taxes, outlays for documentary and expert evidence, expenses and costs for preservation of the Mortgaged Property, stenographer's charges, publication costs and costs of procuring all abstracts of title, title searches and examination, guarantee policies, and similar data and assurances with respect to title as may deem to be reasonably necessary either to prosecute such suit or to evidence to bidders at any foreclosure sale which may be had pursuant to such decree the true condition of the title to or value of the Mortgaged Property or for any other reasonable purpose. The amount of any such Reimbursable Costs which may be paid or incurred after the decree or judgment for sale is entered may be estimated and the amount of such estimate may be allowed and included as additional indebtedness secured hereby in the foreclosure judgment or decree for or sale. The phrases "attorneys attorneys’ fees", "legal fees" and counsel fees" when used herein or in the other Loan Documents shall include any US-DOCS\95224982Bluffton, IN and all attorneys', paralegals' and law clerks' fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Lender in protecting its interest in the Premises, or any part thereof and enforcing its rights hereunder. .