Responsibility for Fees and Costs Sample Clauses

Responsibility for Fees and Costs. The Parties shall each be responsible for its own respective costs, fees of advisors and other expenses in connection herewith, including relating to the negotiation, preparation and execution of the Definitive Agreements, or otherwise relating to the Proposed Transaction, provided for, however, NHMD and SMHI shall pay the costs of NHII in preparing the Definitive Agreements up to a maximum of $20,000. Any filing fees or cost payable to any governmental or regulatory agency or for environmental audit fees shall be paid for by NHMD. In the event the parties are unable to come to an agreement before the execution of the Definitive Agreements, but after their creation, said cost shall be borne equally by NHII and the Purchaser up to $10,000 each, with any amount over an aggregate of $20,000 to be borne solely by NHMD.
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Responsibility for Fees and Costs. Each of the Parties shall bear and be responsible for his or its own attorneys’ fees and costs associated with the matters and disputes that are the subject matter of this Agreement.
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Responsibility for Fees and Costs. Other than the payment to Mx. Xxxx’x counsel set forth above, each Party hereto shall be fully responsible for the payment of their own legal fees and costs incurred in the underlying dispute as well as the negotiation and execution of this Agreement.
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Responsibility for Fees and Costs. Except as provided in Section 1.5 hereof, each of the Parties shall bear and be responsible for his or its own attorneys’ fees and costs incurred through the Effective Date. SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
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Responsibility for Fees and Costs. TUCOWS and HOSTOPIA shall each be responsible for their own internal costs and legal, accounting and other professional fees incurred in connection herewith, the negotiation, preparation and execution of the Definitive Agreement, or otherwise relating to the transactions proposed herein. HOSTOPIA shall not incur any obligation for any finder’s, broker’s or agent’s fee in connection with the transactions contemplated hereby.
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Responsibility for Fees and Costs. All parties will be responsible for their own internal costs and for their own legal, accounting and other professional fees and disbursements incurred in connection with the Proposed Transaction and with the negotiation, preparation, authorization, execution and delivery of this Letter of Intent and the Definitive Agreement. Any fees or costs payable to INFARMED – Portuguese National Authority for Medication and Health Products (Infarmed) arising from a change of control in RPK. The Corporation shall not incur transaction expenses exceeding €50,000 without prior consent from the Buyer and Seller.
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Responsibility for Fees and Costs. INNUITY and WEB.COM sxxxx xxch be responsible for their own costs and legal, accounting and other professional fees incurred in connection herewith, the negotiation, preparation and execution of this Agreement, or otherwise relating to the transactions proposed herein. WEB.COM sxxxx xxt incur any obligation or fee for any finder, broker or agent engaged by INNUITY in connection with the transactions contemplated hereby.
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Responsibility for Fees and Costs. Each of the Parties shall bear and be responsible for his or its own attorneys’ fees and costs associated with the matters and disputes that are the subject matter of this Agreement. 5.0 Tax Responsibilities 5.1 The payment of one million, eleven thousand, seven hundred and fifty-six dollars ($1,011,756.00) by Merisel, Inc. to Xx. Xxxxxx in Section 2.5 consists of the following: 5.1.1 Seven hundred fifty-eight thousand, four hundred and twenty dollars ($758,420.00) that currently is being held in an account for Xx. Xxxxxx pursuant to the Deferred Compensation Agreement. Xxxxxxx Xxxxxx and Merisel acknowledge that $700,000 of this amount had FICA and Medicare taxes withheld when it was placed in the Deferred Compensation Account. Merisel shall withhold from the remaining amount any applicable federal, state and local income taxes, and any FICA, Medicare and other payroll deduction that it is required to pay by law in accordance with the Internal Revenue Service Form W-4 with respect to Xx. Xxxxxx on the date of payment contemplated by this Section. 5.1.2 Two hundred thousand dollars ($200,000.00) in severance pay to Xx. Xxxxxx. Merisel shall withhold from this amount any applicable federal, state and local income taxes, and any FICA, Medicare and other payroll deduction that it is required to pay by law in accordance with the Internal Revenue Service Form W-4 with respect to Xx. Xxxxxx on the date of payment contemplated by this Section. 5.1.3 Fifteen thousand, six hundred forty-four dollars ($15,644.00) in COBRA reimbursement. Merisel shall withhold from this amount any applicable federal, state and local income taxes, and any FICA, Medicare and other payroll deduction that is required by law in accordance with the Internal Revenue Service Form W-4 with respect to Xx. Xxxxxx on the date of payment contemplated by this Section. 5.1.4 Thirty-seven thousand, six hundred ninety-two dollars ($37,692.00) in previously disputed vacation pay. Merisel shall withhold from this amount any applicable federal, state and local income taxes, and any FICA, Medicare and other payroll deduction that it is required to pay by law in accordance with the Internal Revenue Service Form W-4 with respect to Xx. Xxxxxx on the date of payment contemplated by this Section. 6.0 Denial of Liability 6.1 Each Party denies any liability to any other Party, or any other individual or entity, concerning the claims described in the Actions and in the releases of Section 3, above. Each Party a...
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Related to Responsibility for Fees and Costs

  • Responsibility for Costs The Servicer is responsible for collection from such Borrower of any recording or similar costs or expenses incidental to the granting of relief with respect to a delinquent Mortgage Loan.

  • Responsibility and Costs All fees, expenses and out-of-pocket costs and expenses, including, without limitation, fees and disbursements of counsel, advisors and accountants, incurred by the parties hereto shall be borne solely and entirely by the party that has incurred such costs and expenses.

  • Responsibility for Taxes This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awards, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards or any aspect of the Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

  • Responsibility for Expenses Lessee shall, at Xxxxxx's sole cost and expense, pay all necessary expenses incident to Xxxxxx's use of the Property.

  • Company’s Responsibilities and Expenses Payable by the Company All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

  • No Responsibility for Certain Matters No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such Agent to Lenders or by or on behalf of Company to such Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company or any other Person liable for the payment of any Obligations, nor shall such Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

  • Responsibility for documentation Neither the Agent nor the Arranger:

  • Responsibility for Subcustodians Except as provided in the last sentence of this Section 8.6, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian to the extent that such acts or omissions would be deemed to be negligence, gross negligence or willful misconduct in accordance with the terms of the relevant subcustodian agreement under the laws, circumstances and practices prevailing in the place where the act or omission occurred. The liability of the Custodian in respect of the countries and Subcustodians designated by the Custodian, from time to time on the Global Custody Network Listing shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the Subcustodian.

  • Responsibility for Collateral The Debtors assume all liabilities and responsibility in connection with all Collateral, and the Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason. Without limiting the generality of the foregoing, (a) neither the Agent nor any Secured Party (i) has any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor shall remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by such Debtor thereunder. Neither the Agent nor any Secured Party shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent or any Secured Party of any payment relating to any of the Collateral, nor shall the Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent or any Secured Party may be entitled at any time or times.

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