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. 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...
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Reimbursement of Certain Fees and Expenses. (a) If the Closing occurs, AIM shall reimburse AFT for all bona fide and documented fees and expenses incurred and payable by AFT or on its behalf in connection with the Merger Agreement and the transactions contemplated thereunder.
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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
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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.
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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.
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Related to Reimbursement of Certain Fees and Expenses

  • Reimbursement of Certain Expenses In addition to its other obligations under Section 7 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis the Underwriters 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 any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

  • 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.

  • 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 each Agent that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Program Prospectus, any Preliminary Prospectus, the Prospectus, 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 such Agent; (ii) the cost of printing or producing this Agreement, any Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with the Blue Sky Memorandum; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 8 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes 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 the Agents’ counsel for the establishment of this Series 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.

  • Termination Fees and Expenses (a) The Company agrees that:

  • Transfer Fees and Expenses The Transferor and Transferee of any Units or other interest in the Company shall be jointly and severally obligated to reimburse the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer, whether or not consummated.

  • 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.

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