Transaction Costs, Fees and Expenses Sample Clauses

Transaction Costs, Fees and Expenses. Each party hereto agrees to pay its own transaction costs, fees and expenses in connection with the transactions contemplated hereby, including without limitation, the fees and expenses of their respective counsel, except that the Company shall pay Purchaser's actual reasonable legal fees and expenses in an amount not to exceed $10,000.
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Transaction Costs, Fees and Expenses. On or prior to the Closing Date, the Company shall have paid (i) to the Administrative Agent any and all fees and reasonable expenses of the Agents that is then due and owing or accrued and not yet paid under or in connection with this Agreement or any of the documents, instrument or agreements executed in connection therewith and (ii) to the appropriate Persons, any and all outstanding reasonable and documented out-of-pocket fees and expenses (including legal advisors) and other costs incurred by the Agents through the Closing Date in connection with the negotiation, drafting and execution of the Transaction Documents. On or prior to the Closing Date, the Company shall have delivered to the Administrative Agent a schedule, in a form reasonably satisfactory to the Administrative Agent, setting forth the Company’s reasonable estimate of the Transaction Costs (other than fees payable to any of the Agents) and such estimate (together with all fees payable to the Agents) shall not exceed $8,000,000.
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Transaction Costs, Fees and Expenses. The Company shall pay promptly all out-of-pocket costs, fees and expenses of Arabica and its agents and representatives in connection with the negotiation, preparation, execution, delivery, administration and enforcement of this Agreement and any of the Lease/Purchase Documents (and all amendments, modifications and supplements hereto and thereto) and any agreements or instruments entered into or executed in connection herewith, including without limitation all costs, fees and expenses of outside legal counsel or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses, and any fees or expenses associated with any travel or other costs relating to any appraisals or credit or other examinations conducted in connection with the Obligations or any collateral therefor, and if all such expenses are not paid within five Business Days after demand therefor, in addition to the amount of such expenses, a late fee computed pursuant to Section 6(b) shall be payable.
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Transaction Costs, Fees and Expenses. On or prior to the Effective Date, the Borrowers shall have paid (i) to the Administrative Agent any and all fees and reasonable expenses of the Agents that are then due and owing or accrued and not yet paid under or in connection with this Agreement or any of the documents, instruments or agreements executed in connection herewith and (ii) to the appropriate Persons any and all outstanding reasonable fees and expenses (including outside legal advisors) incurred by the Agents through the Effective Date in connection with the negotiation, drafting and execution of the Transaction Documents, as well as all fees reasonably estimated to be incurred following the Effective Date, including with respect to the perfection and recordation of the Liens granted under the Collateral Documents.
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Transaction Costs, Fees and Expenses. On or prior to the Closing Date, the Company shall have paid (i) to the Administrative Agent any and all fees and reasonable expenses of the Administrative Agent that are then due and owing or accrued and not yet paid under or in connection with this Agreement or any of the documents, instrument or agreements executed in connection herewith and (ii) to the appropriate Persons any and all outstanding reasonable fees and expenses (including legal advisors) incurred by the Administrative Agent through the Closing Date in connection with the negotiation, drafting and execution of the Transaction Documents. On or prior to the Closing Date, the Company shall have delivered to the Administrative Agent a schedule, in a form satisfactory to the Administrative Agent, setting forth the Company's estimate of the Transaction Costs (other than fees payable to any of the Administrative Agent).
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Transaction Costs, Fees and Expenses. Lessee shall pay up to, but not to exceed, $50,000 of (a) the legal fees of Lessor in connection with the negotiation, preparation, execution and delivery of the Transaction Documents and (b) the out-of-pocket expenses in connection with the initial closing of the Overall Transaction, including but not limited to the following: (i) expenses associated with any and all UCC recording costs; (ii) expenses associated with the cost of recording all memoranda of leases and deeds associated with the initial closing (provided, that the cost of revenue stamps, intangibles taxes or similar fees or taxes associated with such recordation shall be payable by Lessee without limit); (iii) expenses associated with UCC, tax and judgment lien searches against Lessee deemed necessary or advisable by the Lessor; (iv) copying costs, overnight delivery, telephone expenses and facsimile charges incurred by Lessor or its counsel. To the extent such legal fees and out-of-pocket expenses set forth above in (a) and (b) exceed such $50,000 limit, Lessor shall be responsible for the legal fees and expenses in excess of such limit. In addition to the $50,000 in legal fees and out-of-pocket expenses set forth above, Lessee shall be responsible for the following: (a) the fees and expenses of counsel employed or retained by Lessee; (b) costs related to any and all title insurance premiums associated with the Properties (provided, Lessee shall not be responsible for any title insurance premiums that may be charged due to Lessor's subsequent transfer of a Property to another entity), (c) costs associated with any and all surveys or updates to surveys necessary or appropriate in connection with the Overall Transaction; (d) costs associated with any and all appraisals or reappraisals (except as otherwise specified in Section 11 (c) of this Agreement; and (e) costs associated with revenue stamps, intangible taxes or similar fees or taxes related to the recording of all memoranda of leases and deeds (and or amendments thereto requested by Lessee). Lessee shall also pay all out-of-pocket costs, fees and expenses of Lessor in connection with the enforcement of the Transaction Documents (and all amendments, modifications and supplements thereto), including without limitation the fees and expenses of Lessor's attorneys and any and all costs associated with filings, searches and/or recordations.
Sample 1
Transaction Costs, Fees and Expenses. On or prior to the Closing Date, the Borrower shall have paid (i) to the Agent any and all fees and reasonable expenses of the Agent that are then due and owing or accrued and not yet paid under or in connection with this Agreement or any of the documents, instrument or agreements executed in connection herewith and (ii) to the appropriate Persons any and all outstanding reasonable fees and expenses (including legal advisors) incurred by the Agent and Lenders through the Closing Date in connection with the negotiation, drafting and execution of the Loan Documents.
Sample 1
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Related to Transaction Costs, 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.

  • 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, Costs and Expenses The Administrative Agent shall have received payment of all fees, costs and expenses, including, without limitation, all fees, costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent) in connection with this Amendment, the Credit Agreement and each other Loan Document, as required by Sections 8 and 9 hereof.

  • Sellers’ Costs and Expenses Except as may otherwise be provided in this Agreement, including Section 8.1, or in the Purchase Agreement, all expenses and costs incurred by the Sellers in connection with the performance of their obligations hereunder shall be the responsibility of, paid by and for the account of the Sellers.

  • 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.

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

  • Fees, Costs and Expenses All fees, costs and expenses (including attorneys’ fees and expenses) incurred by any party hereto in connection with the preparation, negotiation and execution of this Agreement and the exhibits and schedules hereto and the consummation of the transactions contemplated hereby and thereby shall be the sole and exclusive responsibility of such party. In addition, the Company will pay the costs associated with any filings with, or compliance with any of the requirements of any governmental authorities.

  • Costs and Expenses The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

  • Certain Costs and Expenses The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

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