SECTION Fees and Expenses Sample Clauses

SECTION Fees and Expenses. Except as provided in this Section 5.6, all reasonable fees and reasonable expenses and reasonable disbursements incurred by PeopleMover (and only PeopleMover) in connection with the Merger, this Agreement and the transactions contemplated by this Agreement shall be paid by Opus360; provided that Opus360, Sub, PeopleMover or the Surviving Corporation shall not be responsible for any fees or expenses of any stockholder, director or employee (or former employee) of PeopleMover in connection with the Merger, this Agreement or the transactions contemplated hereby, including, without limitation, the fees, costs and disbursements of any counsel separately engaged by the officers of the Surviving Corporation listed in Section 1.6(b). At the Closing, PeopleMover shall provide to Opus360 a list of counsel, accountants and any other advisors employed or retained in connection with the Merger, including the basis of their remuneration and the amounts owing and unpaid to such advisors as of the day immediately preceding the Closing Date, as well as a reasonable estimate of the fees, expenses and disbursements of each such advisor required to finalize the documentation required to be prepared, executed and delivered and, if applicable, filed in connection with the transactions contemplated by this Agreement. In addition, Opus360 shall file any return with respect to, and shall pay, any state or local taxes (including any penalties or interest with respect thereto), if any, which are attributable to the transfer of the beneficial ownership of PeopleMover's real property (collectively, the " Real Estate Transfer Taxes") as a result of the Merger (other than any such taxes that are solely the obligations of any stockholder, director or employee (or former employee) of PeopleMover, in which case such affected person shall promptly pay any such taxes). PeopleMover shall cooperate with Opus360 in the filing of such returns including, in the case of PeopleMover, supplying in a timely manner a complete list of all real property interests held by PeopleMover and any information with respect to such property that is reasonably necessary to complete such returns. The fair market value of any real property of PeopleMover subject to the Real Estate Transfer Taxes shall be as agreed to between Opus360 and PeopleMover.
Sample 1
AutoNDA by SimpleDocs
SECTION Fees and Expenses. The Buyer shall, promptly after receipt of an invoice with respect thereto, pay all out-of-pocket expenses of the Lenders in connection with the perfection of security interests contemplated by the Security Documents and the administration of this Agreement and the Notes. If, at any time or times, any Lender shall employ counsel or other advisors for advice or other representation or shall incur reasonable legal or other costs and expenses in connection with:
Sample 1
SECTION Fees and Expenses. The Company hereby agrees to pay the following fees:
Sample 1
SECTION Fees and Expenses. The Company hereby agrees to pay the following ------------------- fees: Legal Fees. Each of the parties shall pay its own fees and expenses ----------- (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company will pay Fifteen Thousand Dollars ($15,000) to Butler Gonzalez LLP for legal, administrative, and escrow fees dixxxxxx xxxx xxe gross proceeds of the First Closing of the Convertible Debenture transaction pursuant to the Securities Purchase Agreement dated the date hereof. Subsequently on each advance date, the Company will pay Butler Gonzalez LLP, the sum of Five Hundred Dollars ($500) for lexxx, xxxxxxxxxxtive and escrow fees directly out the proceeds of any Advances hereunder.
Sample 1

Related to SECTION Fees and Expenses

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

  • Costs, Fees and Expenses Except as otherwise specifically provided herein, each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement, including without limitation any fees and disbursements to its accountants and counsel; provided, that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys’ fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance herewith.

  • 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.

  • 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.

  • 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.

  • Legal Fees and Expenses The parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement.

  • Interest Fees and Expenses 1. (a) Interest on the Revolving Loans shall be payable monthly as of the end of each month and shall be an amount equal to (a) the applicable Chase Bank Rate Margin plus the Chase Bank Rate, per annum, on the average of the net balances owing by the Company to CITBC in the Company's account at the close of each day during such month on balances other than Libor Loans and (b) the applicable Libor Margin plus the applicable Libor on each Libor Loan, on a per annum basis, on the average of the net balances owing by the Company to CITBC in the Company's account in respect of such Libor Loan at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate under clause (a) above shall change, as of the first of the month following any change, so as to remain equal to the new Chase Bank Rate plus the applicable Chase Bank Rate Margin. In addition, the rate applicable under clause (a) or (b) above shall change based upon any change of the applicable Chase Bank Rate Margin or the Libor Margin; provided that any such change in such a margin such be effective on the first Business Day of the month following the month in which the Company shall have delivered, at least five (5) Business Days before the end of the month, to CITBC the financial statements demonstrating the change in EBITDA giving rise to such change in the margin, and any change in the Libor Margin shall affect only Libor Loans not yet funded as of that date. The rate hereunder shall be calculated based on a 360-day year. CITBC shall be entitled to charge the Company's account at the rate provided for herein when due until all Obligations have been paid in full.

  • 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.

  • Brokers’ Fees and Expenses No broker, investment banker, financial advisor or other Person, other than such Persons the fees and expenses of which will be paid by Parent, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent.

  • Attorneys’ Fees and Expenses Evidence that the costs and expenses (including reasonable attorneys’ fees) referred to in Section 12.1, to the extent invoiced, shall have been paid in full by Borrower;

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!