Reimbursement for Certain Litigation Costs Sample Clauses

Reimbursement for Certain Litigation Costs. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, this Article X, in the event that Purchaser actually incurs any documented, reasonable, out-of-pocket cost or expense after the Closing on account of the litigation described in Schedule 4.8 attached hereto (the “Pre-Existing Litigation”; and such costs and expenses in respect of the Pre-Existing Litigation being collectively, “Pre-Existing Litigation Costs”), then Seller shall, within fifteen (15) Business Days following receipt of written notice from Purchaser requesting reimbursement (which written notice shall be accompanied by reasonable back-up documentation related to and evidencing such payment), reimburse Purchaser for such documented Pre-Existing Litigation Costs. Seller shall be entitled to participate in any pending or threatened claim, action, suit or proceeding in respect of the Pre-Existing Litigation and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to Seller (provided that any such defense or settlement shall be subject to the applicable limitations set forth below); and without limiting the foregoing, if requested by Seller, Purchaser shall, and shall cause Hotel Owner, Manager and other Persons (to extent of Purchaser’s powers in respect of such Persons) to, use commercially reasonable efforts to cooperate to enable Seller to initiate claims or proceedings in respect of applicable third-parties having obligations or liability related to the Pre-Existing Litigation for contribution, indemnification and/or reimbursement, provided that (i) in connection with such commercially reasonable efforts, Purchaser shall not be required to incur out-of-pocket costs or expenses or additional liability on account of such efforts that Seller has not agreed to reimburse Purchaser for and the same shall not unreasonably interfere with Purchaser’s ordinary course of business, and (ii) in connection with such claims or proceedings related to third-parties, Purchaser shall retain its rights to have separate counsel as provided elsewhere in this paragraph. After notice from Seller to Purchaser of its election to assume the defense of such claim, action, suit or proceeding, Seller shall not be liable to Purchaser for any legal or other expenses subsequently incurred by Purchaser in connection with the defense thereof except as provided in the following sentence. Purchaser shall have the right to employ separate c...
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Related to Reimbursement for Certain Litigation Costs

  • Reimbursement for Costs The Grantee shall be paid on a cost reimbursement basis for all eligible Project costs upon the completion, submittal, and approval of each deliverable identified in the Grant Work Plan. Reimbursement shall be requested on Exhibit C, Payment Request Summary Form. To be eligible for reimbursement, costs must be in compliance with laws, rules, and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures, which can be accessed at the following web address: xxxxx://xxx.xxxxxxxxxxxx.xxx/Division/AA/Manuals/documents/ReferenceGuideforStateExpenditures.pdf.

  • REIMBURSEMENT OF FEES AND COSTS The Parties acknowledge that Xxxxxxx and her counsel offered to reach preliminary agreement on the material terms of this dispute before reaching terms on the amount of fees and costs to be reimbursed to them. The Parties thereafter reached an accord on the compensation due to Xxxxxxx and her counsel under general contract principles and the private attorney general doctrine and principles codified at California Code of Civil Procedure § 1021.5, for all work performed through the mutual execution of this agreement. Under these legal principles, ABG shall reimburse Xxxxxxx’s counsel for fees and costs incurred as a result of investigating and bringing this matter to ABG’s attention, and negotiating a settlement in the public interest. Within ten (10) days of the Effective Date, ABG shall issue a check payable to “Xxxxxxx & Xxxxx” in the amount of $4,500.00 for delivery to the address identified in § 3.2(a)(i), above.

  • Reimbursement of Fees and Expenses The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement under the same terms and conditions as it is permitted to receive reimbursement of reductions of its investment management fee under the Investment Advisory Agreement.

  • Litigation Costs If any legal action or other proceeding is brought for the enforcement of this Agreement or to remedy its breach, the prevailing party in such action or proceeding shall be entitled to recover its actual attorney's fees and other costs incurred in the action or proceeding, in addition to such other relief to which it may be entitled.

  • 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.

  • Recovery of Litigation Costs If any legal action or other proceeding is brought for the enforcement of this Warrant, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Warrant, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

  • Reimbursement of Legal Expenses The Company shall promptly reimburse Executive for all reasonable legal fees incurred by Executive in connection with the preparation, negotiation and execution of this Agreement and ancillary documents.

  • Reimbursement of Fee Waivers and Expense Reimbursements If on any day during which the Advisory Agreement is in effect, the estimated annualized Fund Operating Expenses of the Fund for that day are less than the Operating Expense Limit, the Adviser shall be entitled to reimbursement by a Fund of the investment advisory fees waived or reduced, and any other expense reimbursements or similar payments remitted by the Adviser to the Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) within three years after the year in which the Adviser waived or reduced investment advisory fees or reimbursed expenses, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.

  • Reimbursement of Costs Incurred The Contractor agrees to reimburse the Authorized User promptly for any and all additional costs and expenses incurred for acquiring acceptable services, and/or replacement Product. Should the cost of cover be less than the Contract price, the Contractor shall have no claim to the difference. The Contractor covenants and agrees that in the event suit is successfully prosecuted for any default on the part of the Contractor, all costs and expenses, including reasonable attorney’s fees awarded by a court of competent jurisdiction, shall be paid by the Contractor.

  • Reimbursement of Attorneys’ Fees and Costs The Parties acknowledge that Xxxxxxx and his counsel offered to resolve this dispute without reaching terms on the amount of fees and costs to be reimbursed to them, thereby leaving the issue to be resolved after the material terms of the agreement had been settled.

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