Section Fees and Expenses Sample Clauses

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.
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Section Fees and Expenses. The Company hereby agrees to pay the following fees: (ii)
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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.
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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:
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Related to Section Fees and Expenses

  • 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. (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.

  • 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 (a) Interest on the Revolving Loans, whether bearing interest based on the Chase Bank Rate or LIBOR, shall be payable monthly as of the end of each month. Chase Bank Rate Loans shall be an amount equal to the Chase Bank Rate plus one quarter of one percent (.25%) per annum on the average of the net balances owing by the Company to CIT in the Revolving Loan Account at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder for Chase Bank Rate Loans shall change, as of the date of such change, so as to remain one quarter of one percent (.25%) above the Chase Bank Rate. The rate hereunder for Chase Bank Rate Loans shall be calculated based on a 360-day year. CIT shall be entitled to charge the Company's Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. (b) Notwithstanding any provision to the contrary contained in this section 8, in the event that the sum of the outstanding Revolving Loans exceed the lesser of either (x) the maximum aggregate amount available under Sections 3 and 5 of this Financing Agreement or (y) the Revolving Line of Credit: (A) as a result of Revolving Loans advanced by CIT at the request of the Company (herein "Requested Overadvances"), for any one (1) or more days in any month, or (B) for any other reason whatsoever (herein "Other Overadvances") and such Other Overadvances continue for five (5) or more days in any month , the average net balance of all Revolving Loans for such month shall bear interest at the Overadvance Rate. (c) Upon and after the occurrence of an Event of Default and the giving of any required notice by CIT in accordance with the provisions of Section 10, Paragraph 10.2 hereof, all Obligations shall bear interest at the Default Rate of Interest. 8.2 Interest on the Term Loan shall be payable monthly as of the end of each month on the unpaid balance or on payment in full prior to maturity. Chase Bank Rate Loans shall be in an amount equal to the Chase Bank Rate plus one half of one percent (.50%) per annum. In the event of any change in said Chase Bank Rate the rate hereunder for any such Chase Bank Rate Loans shall change, as of the date of such change, so as to remain one half of one percent (.50%) above the Chase Bank Rate. The rate hereunder shall be calculated based on a 360 day year. CIT shall be entitled to charge the Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. Notwithstanding the foregoing, if the Term Loan is not repaid in full by April 1, 2001, the rate of interest set forth in this Section 8.2 shall increase by one-half of

  • 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 is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Merger Sub.

  • 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;

  • 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.

  • CONTRACT LIMIT, FEES AND EXPENSES changing the not-to-exceed amount of the Contract from FOUR HUNDRED TEN THOUSAND ONE HUNDRED SEVENTY-SEVEN DOLLARS AND ZERO CENTS ($410,177.00) to SIX HUNDRED SEVENTY THOUSAND ONE HUNDRED SEVENTY- SEVEN DOLLARS AND ZERO CENTS ($670,177.00), as approved by the Executive Director on October 31, 2022.

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