Reimbursement of Certain Fees and Expenses Sample Clauses

Reimbursement of Certain Fees and Expenses. The Company shall also pay to the Executive all legal and accounting fees and expenses incurred by the Executive in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder.
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Reimbursement of Certain Fees and Expenses. (a) If the Closing occurs, AIM shall reimburse AIF for all bona fide and documented fees and expenses incurred and payable by AIF or on its behalf in connection with the Merger Agreement and the transactions contemplated thereunder. (b) If the Merger Agreement is terminated pursuant to Section 9.1 thereto, Apollo Credit Management, LLC, a Delaware limited liability company and the investment adviser to AIF (“ACM”), shall reimburse AIF, in an aggregate amount not to exceed $375,000.00, for all bona fide and documented fees and expenses incurred and payable by AIF or on its behalf in connection with the Merger Agreement and the transactions contemplated thereunder. (c) Any reimbursement that is required to be made by AIM or ACM, as applicable, pursuant to this Section 1 shall be made to AIF in cash or immediately available funds at or promptly after the date on which such obligation first arises, upon presentation of reasonably satisfactory documentation by AIF substantiating such fees or expenses.
Sample 1
Reimbursement of Certain Fees and Expenses. Notwithstanding the terms of the Memorandum of Understanding, from and after the date hereof through and including the Closing or the earlier termination of this Agreement, each of the Contributing Companies and the Holding Company shall pay for all of the Transaction Expenses that are comprised of fees and expenses of third party providers of services (including investment bankers, lawyers, accountants, printers and architectural and environmental consultants) incurred by them respectively through the Closing Date (the "Professional Expenses") as the same become due and payable, and, notwithstanding anything contained herein which may be inconsistent or to the contrary, each of the Contributing Companies shall be entitled to declare and pay, prior to the Closing Date, a dividend or distribution in an amount equal to the aggregate dollar amount actually expended by such Contributing Company for Professional Expenses in connection with the transactions contemplated hereby (the "Professional Expense Dividend");provided, however, that each Contributing Company shall only be entitled to declare such a dividend or distribution and to the extent that, such Professional Expenses would qualify as Transaction Expenses pursuant to the terms of this Agreement. If this Agreement shall terminate and the transactions contemplated hereby shall not be consummated, to the extent that they have not already done so, each of the Contributing Companies shall, within 10 business days following the date of such termination, make appropriate contributions to and reimbursements of each of the other Contributing Companies in respect of all Transaction Expenses incurred by each such Contributing Company and the Holding Company through the date of the termination of this Agreement in accordance with their respective Transaction Expense Shares (it being understood and agreed that the obligations of each of the Contributing Companies to contribute to and to reimburse the other Contributing Companies in respect of Transaction Expenses shall survive the termination of this Agreement). If, however, the Closing of the transactions contemplated hereby shall be consummated, the Holding Company shall discharge, out of the net cash proceeds received by the Holding Company in the IPO, all of the Transaction Expenses incurred by the Holding Company and each of the Contributing Companies which have not been discharged as of the Closing Date. No interest shall be payable on any declared but unpaid...
Sample 1
Reimbursement of Certain Fees and Expenses. (a) If either the AFT Closing (which has the same meaning as the term “Closing” in the AFT Merger Agreement) or the AIF Closing (which has the same meaning as the term “Closing” in the AIF Merger Agreement) occurs, AIM shall reimburse MFIC for all bona fide and documented fees and expenses incurred and payable by MFIC or on its behalf in connection with (i) the AFT Merger Agreement and the transactions contemplated thereunder and (ii) the AIF Merger Agreement and the transactions contemplated thereunder. (b) If both the AFT Merger Agreement is terminated pursuant to Section 9.1 thereto and the AIF Merger Agreement is terminated pursuant to Section 9.1 thereto, AIM shall reimburse MFIC, in an aggregate amount not to exceed $375,000.00, for all bona fide and documented fees and expenses incurred and payable by MFIC or on its behalf in connection with (i) the AFT Merger Agreement and the transactions contemplated thereunder and (ii) the AIF Merger Agreement and the transactions contemplated thereunder. (c) Any reimbursement that is required to be made by AIM pursuant to this Section 1 shall be made to MFIC in cash or immediately available funds at or promptly after the date on which such obligation first arises, upon presentation of reasonably satisfactory documentation by MFIC substantiating such fees or expenses.
Sample 1
Reimbursement of Certain Fees and Expenses. (a) Whether or not the closing of the Transactions takes place, other than any failure to close due to a default of any Lender, the Loan Parties shall pay or reimburse the Administrative Agent for all out-of-pocket expenses reasonably incurred by the Administrative Agent in connection with the negotiation and preparation of this Agreement and the other Loan Documents and the consummation of the Transactions herein contemplated, including all reasonable fees and expenses of the Administrative Agent’s counsel, all recording and filing fees, recording costs, examinations of and certifications as to public records, and all other reasonable expenses of every kind resulting from or incident to the consummation of the Transactions. The Loan Parties will also pay or reimburse the Administrative Agent from time to time, within 30 days after a request made by the Administrative Agent, for all out-of-pocket expenses reasonably incurred by the Administrative Agent in connection with the administration of this Agreement or the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including all such out-of-pocket expenses reasonably incurred in connection with any workout, restructuring or negotiations in respect of the Loans. Such expenses will also include the reasonable fees and expenses of the Administrative Agent’s counsel incurred in connection with any amendment, modification, or supplement to this Agreement or the other Loan Documents or in connection with any waiver or consent which may be requested by the Loan Parties. (b) Upon the occurrence of an Event of Default, the Loan Parties will from time to time, within 30 days after a request made by the Administrative Agent or any Lender, reimburse the Administrative Agent or such Lender for all amounts reasonably expended, advanced or incurred by the Administrative Agent or such Lender to satisfy any obligation of the Loan Parties under this Agreement or any other Loan Documents, or to collect upon the Notes or any of the Obligations, or to enforce the rights of Administrative Agent or such Lender under this Agreement and any other Loan Documents, or to protect the Collateral, which amounts will include all court costs, bonds, reasonable attorneys’ fees and expenses, reasonable fees of auditors and accountants, and investigation expenses reasonably incurred by the Administrative Agent in connection with any such matters, together with interest at the Default Rate o...
Sample 1
Reimbursement of Certain Fees and Expenses. Notwithstanding the terms of the Memorandum of Understanding, from and after the date hereof through and including the Closing or the earlier termination of this Agreement, each of the Contributing Companies and the Holding Company shall pay for all of the Transaction Expenses that are comprised of fees and expenses of third party providers of services (including
Sample 1

Related to Reimbursement of Certain Fees and Expenses

  • Reimbursement of Certain Expenses In addition to its other obligations under Section 7(a) of this Agreement, the Company hereby agrees to reimburse the Underwriters on a quarterly basis for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon, in whole or in part, any statement or omission or alleged statement or omission, or any inaccuracy in the representations and warranties of the Company contained herein or failure of the Company to perform its or their respective obligations hereunder or under law, all as described in Section 7(a), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 8 and the possibility that such payment might later be held to be improper; provided, however, that, to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them.

  • Certain Fees and Expenses (a) Provided that the Fund is not in material breach of its obligations under this Agreement, if the Merger is not consummated for failure of the condition to Closing contained in Section 7.1(f) to be satisfied and, as a result of such failure, CNLRP is obligated to pay the Company a break-up fee pursuant to the terms of the CNLRP Merger Agreement, the Company shall pay to the Fund as follows: (i) if the Fund has waived the condition to Closing contained in Section 7.1(f) and elected to proceed with the Merger, the Company shall pay to the Fund an amount equal to $8,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration; and (ii) if the Fund has not waived the condition to Closing contained in Section 7.1(f) and the Merger is not consummated, the Company shall pay to the Fund an amount equal to $5,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (b) If this Agreement shall be terminated by the Fund pursuant to Section 8.1(k), the Fund thereupon shall pay to the Company an amount equal to the lesser of (i) 4.0% of the value of the Merger Consideration; and (ii) $20,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (c) If this Agreement shall be terminated by the Company pursuant to Section 8.1(l), the Company shall pay to the Fund an amount equal to the lesser of (i) 4.0% of the value of the Merger Consideration; and (ii) $20,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (d) If this Agreement shall be terminated by the Company pursuant to Section 8.1(n) or by the Fund or the Company on or after June 30, 2005, and as of the date of termination the Transaction Financing Commitment Letter has not been received by the Company, the Company shall pay to the Fund an amount equal to $3,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (e) The payment of the amounts pursuant to this Section 8.4 shall be full compensation for the loss suffered by the Company or the Fund (as applicable) as a result of the failure of the Merger to be consummated (including, without limitation, opportunity costs and out-of-pocket costs and expenses) and to avoid the difficulty of determining damages under the circumstances. Any amount owed by the Company or the Fund pursuant to this Section 8.4 shall be paid by the Company to the Fund or the Fund to the Company (as applicable) in immediately available funds within two (2) business days after the date the event giving rise to the obligation to make such payment occurred. The Company and the Fund each acknowledge that the agreements contained in this Section 8.4 are integral parts of this Agreement; accordingly, if the Fund or the Company (as applicable) fails to promptly pay any amount owed pursuant to this Section 8.4 and, in order to obtain payment, the Fund or the Company (as applicable) commences a suit which results in a judgment against the other for any amounts owed pursuant to this Section 8.4, the losing party shall pay to the prevailing party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount owed at the prime rate of Bank of America, N.A. Payment of the fees described in this Section 8.4 shall not be in lieu of damages incurred in the event of breach of this Agreement.

  • 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.

  • Payment of Certain Expenses The Bank covenants and agrees with SCUSA that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA will pay all of its own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

  • 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.

  • Payment of Certain Expenses by Servicer The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement, including fees and disbursements of independent accountants, Taxes imposed on the Servicer, expenses incurred in connection with payments and reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement for the account of the Seller, but excluding Liquidation Expenses incurred as a result of activities contemplated by Section 6.6; provided that for avoidance of doubt, to the extent Liquidation Expenses relate to a Loan and a Retained Interest such Liquidation Expenses shall be allocated pro rata. The Servicer will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the maintenance of the Collection Account and the Lock-Box Account. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

  • Indemnification of Certain Expenses The Company shall indemnify Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.

  • Other Fees and Expenses Borrower shall pay to Agent, for its own account, all charges for returned items and all other bank charges incurred by Agent, as well as Agent's standard wire transfer charges for each wire transfer made under this Agreement.

  • 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.

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