Transfer Fees and Certain Other Costs Sample Clauses

Transfer Fees and Certain Other Costs. (a) The Company shall bear the cost of: (i) all fees required to be paid in connection with or obtaining approval for the transfer of the Assets by the Company to Buyer, including, without limitation, any transfer fees payable to FNMA, FHLMC, state housing Agencies, Investors and licensors, (ii) the cost of (and shall arrange for performance of) any required assignments and recordation and re-recordation of assignments and Mortgages securing Mortgage Loans as a result of transfers to the Company from prior servicers and as a result of the transfer in connection with the transactions contemplated by this Agreement, (iii) transfer fees, if any, relating to relevant tax service contracts, but no more than $10.00 per Mortgage Loan, (iv) all costs and expenses associated with recertifying all Mortgage Loans serviced for Investors, within the time required by such Investor, as a result of transfer to the Company, from prior servicers, including, but not limited to, all recording and mailing costs, those fees paid by Buyer to its document custodian in connection with such custodian's review of the Mortgage Loan files (not to exceed $2.50 per file) and the costs of curing document defects and supplying missing documents, (v) any custodi- al termination fees, (vi) providing notices to HUD, VA and hazard and mortgage insurance providers, (vii) the cost of preparing and recording any release instruments necessary to clear title to any Assets, (viii) all Taxes incurred in connection with the transactions contemplated by this Agreement (in connection therewith, the Company shall file (or cause to be filed) in the ordinary course all Tax Returns and other documentation with respect to such Taxes, and if required by applicable law, Buyer shall join in the execution of such Tax Returns) and (ix) the cost of delivering, by insured shipping by bulk transfer or other customary industry practice, all Loan Documents and other Records to Buyer's principal place of business. Buyer and the Company shall each pay one-half of the cost of sending notices to borrowers required by the Real Estate Settlement Procedures Act, and the Company agrees to timely cooperate with Buyer in sending such notices. If the Company fails to pay any amount required by this Section 5.6 and as a result Buyer pays such amount, the Company shall be liable to the Buyer for the amount paid and such amount may be deducted from any amount payable by Buyer pursuant to Section 2.7. Buyer will work diligently and...
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Transfer Fees and Certain Other Costs. (a) The Company shall bear the cost of: (i) all fees required to be paid in connection with or obtaining approval for the transfer of the Assets by the
Sample 1

Related to Transfer Fees and Certain Other Costs

  • 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.

  • 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.

  • Legal Fees and Costs In the event a party elects to incur legal expenses to enforce or interpret any provision of this Agreement by judicial proceedings, the prevailing party will be entitled to recover such legal expenses, including, without limitation, reasonable attorneys’ fees, costs, and necessary disbursements at all court levels, in addition to any other relief to which such party shall be entitled.

  • Other Costs In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

  • Other Costs and Expenses Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

  • 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.

  • Fees and Costs As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation in connection with the Appeal).

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

  • Reimbursement of Certain Expenses In addition to its other obligations under Section 7 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

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