Reimbursement of Parent Expenses Sample Clauses

Reimbursement of Parent Expenses. The Company shall pay to Parent (or its designee) by wire transfer of immediately available funds an amount equal to $7,000,000 for expenses incurred in connection with the this Agreement and the Transactions: (a) if this Agreement is terminated by Parent pursuant to Section 8.1(c)(i), 8.1(c)(ii), 8.1(c)(iii) or 8.1(c)(iv), in which case, payment shall be made promptly, and in any event within two (2) Business Days after such termination; (b) if this Agreement is terminated by the Company pursuant to Section 8.1(d)(ii), in which case, payment shall be made concurrently with such termination; (c) if this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(i) (unless the Company would have been entitled to terminate this Agreement pursuant to Section 8.1(d)(i) but for such termination pursuant to Section 8.1(b)(i)), in which case, payment shall be made promptly, and in any event within two (2) Business Days after such termination; or (d) if this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(iii), in which case, payment shall be made promptly, and in any event within two (2) Business Days after such termination.
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Reimbursement of Parent Expenses. The Company shall pay all reasonable costs and expenses incurred by Parent (and its members) and Sub up to and through the earlier of (i) the termination of this Agreement pursuant to Article 7 and (ii) the Closing as a result of the negotiation and performance of this Agreement and consummation of the transactions contemplated hereby, including without limitation all reasonable legal and investment banking fees and expenses, incorporation fees, filing fees, and reasonable expenses incurred in obtaining any required private party consents, all in an amount not to exceed $225,000 in the aggregate (the “Parent Expenses”). The Company shall pay the Parent Expenses promptly after receipt of an itemized invoice or xxxx detailing such Parent Expenses. The Company shall directly pay SEC filing fees and printing and mailing expenses incurred in connection with the filing and dissemination of the proxy and Schedule 13e-3 prepared in connection with the Merger. Notwithstanding the foregoing, the Company shall not be responsible for any expenses or costs incurred by Parent (or its members) or Sub in connection with any claim, suit or other action related to Parent’s enforcement of its rights under this Agreement, except those costs and expenses required to be paid by the Company, if any, upon a final adjudication of such claim suit or other action; provided, however, that nothing in this Agreement shall affect or impair any indemnification rights that the members of Parent, in their respective capacities as directors and/or officers of the Company, may have against the Company pursuant to their existing indemnification agreements with the Company.

Related to Reimbursement of Parent Expenses

  • Reimbursement of Travel Expenses If the Servicer provides access to the Review Materials at one of its properties, the Issuer will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Review on receipt of a detailed invoice.

  • 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.

  • Expense Reimbursements To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

  • Reimbursement of Business Expenses The Executive is authorized to incur reasonable expenses in carrying out the Executive’s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’s duties for the Company, subject to the Company’s expense reimbursement policies and any pre-approval policies in effect from time to time.

  • Compensation and Expense Reimbursement A. Client will pay the Company, as compensation for the services provided for in this Agreement and as reimbursement for expenses incurred by Company on Client's behalf, in the manner set forth in Schedule A annexed to this Agreement which Schedule is incorporated herein by reference. B. In addition to the compensation and expense reimbursement referred to in Section 2(A) above, Company shall be entitled to receive from Client a "Transaction Fee", as a result of any Transaction (as described below) between Client and any other company, entity, person, group or persons or other party which is introduced to, or put in contact with, Client by Company, or by which Client has been introduced to, or has been put in contact with, by Company. A "Transaction" shall mean merger, sale of stock, sale of assets, consolidation or other similar transaction or series or combination of transactions whereby Client or such other party transfer to the other, or both transfer to a third entity or person, stock, assets, or any interest in its business in exchange for stock, assets, securities, cash or other valuable property or rights, or wherein they make a contribution of capital or services to a joint venture, commonly owned enterprise or business opportunity with the other for purposes of future business operations and opportunities. To be a Transaction covered by this section, the transaction must occur during the term of this Agreement or the one year period following the expiration of this Agreement. The calculation of a Transaction Fee shall be based upon the total value of the consideration, securities, property, business, assets or other value given, paid, transferred or contributed by, or to, the Client and shall equal 5% of the dollar value of the Transaction. Such fee shall be paid by certified funds at the closing of the Transaction.

  • 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.

  • Expenses Reimbursement State Street shall be entitled to receive from the Fund on demand reimbursement for its cash disbursements, expenses and charges, excluding salaries and usual overhead expenses, as set forth in Schedule A.

  • 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.

  • Expense Payments and Reimbursements The Bank will reimburse Executive for all reasonable out-of-pocket business expenses incurred in connection with his services under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Bank.

  • Business Expense Reimbursements During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

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