Company Costs and Expenses definition

Company Costs and Expenses means all of the permitted expenditures of any kind made or to be made with respect to the direct or indirect operations of the Company and/or the Operating Company, including, without limitation, all required debt service payments, all amounts payable pursuant to any management, leasing or other agreement relating to the Property, costs of improvements to be made with respect to the Property, ad valorem taxes, federal, state and local taxes, assessment and school fees, insurance premiums, repair and maintenance costs, engineering fees, advertising and other marketing expenses, professional fees, utilities costs, overhead, costs, general and administrative costs of each of the Operating Companies and the Company and all other types of permitted costs, expenses, charges, liabilities and obligations of the Company and/or the Operating Company, as limited herein.
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Company Costs and Expenses mean all of the expenditures of any kind made or to be made with respect to operations of the Company that are consistent with the purpose of the Company as described in Section 3.1. including without limitation, payroll expenses, principal, interest, and other amounts payable on indebtedness of the Company, ad valorem taxes, sales taxes, insurance premiums, advertising expenses, attorneys fees, accounting fees, utilities costs, costs related to inventory and supplies, equipment costs, and other similar types of costs, expenses, charges, liabilities, and obligations of the Company.
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Company Costs and Expenses mean all of the expenditures made or to be made with respect to the operations, business, and affairs of the Company as reasonably determined by the Manager.
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Examples of Company Costs and Expenses in a sentence

  • Subject to Section 7.8(f)(ii) below, to the extent any such liability is not covered by Company insurance, payments on any such claim shall be made by the Company and included in Company Costs and Expenses.

  • Except as provided in Section 3.1, no --------------------- ----------- further Capital Contributions (including any cash that may be required to pay Company Costs and Expenses) shall be required of any Class A Member.

  • Any amounts payable under the Finders Fee Agreement shall constitute part of Company Costs and Expenses and shall be paid by the Company as and when due.

  • The Members agree that any such escrow funds that are so returned to the Company shall be retained as necessary by the Company to pay future Company Costs and Expenses.

  • To the extent the Company receives proceeds from a disposition of any Company Assets, all Distributable Property that constitutes cash proceeds so received by the Company (net of the Company Costs and Expenses that are due and payable in connection with such distribution) shall be promptly distributed following the disposition.

  • Except for the Company Costs and Expenses required to be paid pursuant to the immediately preceding sentence and unless otherwise expressly provided in this Agreement, neither the Class A Shareholder nor its Affiliates shall be obligated to make any capital contribution, in cash or otherwise, to the Company or to provide any loan or other financial support to the Company, or otherwise make any payments on behalf of the Company.

  • Except for the Management Company Costs and Expenses (as defined in the Management Agreement), the Company shall bear all the costs and expenses related to its business activity.

  • Any Company Costs and Expenses in the portion(s) of the prior Annual Budget so carried over (other than for capital expenditures), shall be increased by the percentage increase in the Consumer Price Index during the prior Fiscal Year.

  • The Financing provided by the Commitment Letters, assuming the contribution of the Rollover Shares pursuant to the Rollover Commitment Letter together with additional advances under the Credit Agreement, will be sufficient to enable Parent and Merger Sub to satisfy all of their respective obligations under this Agreement, including to (A) pay the aggregate Fund payable under Section 1.08 of this Agreement and (B) pay all Company Costs and Expenses.


More Definitions of Company Costs and Expenses

Company Costs and Expenses means (a) the reasonable and documented costs, expenses and/or liability of the Company actually incurred in connection with (i) the transactions contemplated by the SPA, the SSA, the formation of the Company, the negotiation, execution and performance of the SPA, the SSA, this Agreement and all Buyer Group Contracts to which the Company is or will be a party (including, for the avoidance of doubt, any transactions participated by the Company pursuant to this Agreement or the Holdco SHA, including any purchase or disposition of the Holdco Shares or the Target Shares by the Company), provided that all costs and expenses in connection with the negotiation and execution of the Buyer Group Contracts shall be shared by the Company and all other purchasers to the Seller SPAs on a pro rata basis in accordance with the number of Target Shares each purchased from the Seller, (ii) the Current Take Private Transaction, including any payment liability that may be borne by the Company as provided in Section 3.1(b) of the Consortium Agreement or in connection with any disputes or litigation involving dissenting shareholders exercising their appraisal rights in connection with the Current Take Private Transaction (but excluding the costs and expenses referred to sub-clause (i) above), (iii) any Other Take Private Transaction, including any payment liability of the same or similar nature as which referred to in sub-clause (ii) above in connection with such Other Take Private Transaction (but excluding the costs and expenses of the type referred to sub-clause (i) above in connection with such Other Take Private Transaction), and (iv) the IPO; and (b) the Advisory Fees incurred pursuant to Section ‎5.3. For the avoidance of doubt, Company Costs and Expenses shall not in any event include any amounts for purpose of funding any acquisition consideration of any Take Private Transaction, other than those payable to dissenting shareholders exercising their appraisal rights in connection therewith that will be borne by all members of the Consortium or the New Consortium, as the case may be, on a pro rata basis.
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Company Costs and Expenses means all of the expenditures of any kind made or to be made with respect to the operations of the Company and permitted by the Development Plan or the Annual Business Plan then in effect or otherwise permitted under the terms of this Agreement other than those paid or required to be paid out of Capital Contributions or loans to the Company, including, without limitation, all required normal scheduled debt service payments (other than at maturity or upon acceleration) under the Senior Loan Documents, any other loan or financing agreements (other than the Mezzanine Loan Documents), all amounts payable pursuant to any management agreement relating to the Business Property, costs of repairs to be made with respect to the Business Property, ad valorem taxes, federal, state and local taxes, assessment and school fees, insurance premiums, repair and maintenance costs, engineering fees, advertising and other marketing expenses, professional fees, utilities costs, overhead costs, general and administrative costs, and all other types of costs, expenses, charges, liabilities and obligations of the Company.
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Company Costs and Expenses means all costs, expenses and other -------------------------- obligations incurred by or on behalf of the Company relating to the operations, business, or affairs of the Company, including (i) costs and expenses incurred in any litigation arising out of the operations, business, or affairs of the Company, indemnity obligations of the Company, and other non-recurring or extraordinary costs of any character whatsoever, (ii) all reasonable costs and expenses of the Members incurred in connection with the legal formation of the Portfolio Companies and the preparation, negotiation, execution and delivery of this Agreement and the employment agreements, including, without limitation, the fees and expenses of the legal counsel referenced in Section 17.19, and (iii) ------------- all costs and expenses incurred by or on behalf of the Company in connection with the evaluation of Investments, including due diligence and monitoring meetings, postage and delivery charges, and reasonable fees and expenses of attorneys, accountants, and other professionals.
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Company Costs and Expenses mean all expenditures of any kind provided for in the applicable Annual Budget that are made or are to be made with respect to the operations of the Company and the acquisition and development of the Project Site and Improvements, including without limitation, the cost of all development and construction costs for the Improvements, development fees, brokerage fees, principal, interest, fees, points, penalties, and other amounts payable on Company indebtedness (including, without limitation, any amounts owed by the Company with respect to any Company Obligation), ad valorem taxes, state and local taxes, special taxes, assessments, permit fees, insurance premiums, escrow payments, repair and maintenance costs, engineering fees, advertising expenses, professional fees, utilities costs, equipment costs, sales commissions, management fees, consulting fees, salaries, wages, fringe benefits, and other similar types of costs, expenses, charges, liabilities, and obligations of the Company.
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Company Costs and Expenses mean all expenditures of any kind provided for in the applicable Annual Budget that are made or are to be made with respect to the operations of the Company and the development of the Project Site and Improvements, including without limitation, the cost of all development and construction costs for the Improvements, development fees, brokerage fees, principal, interest, fees, points, penalties, and other amounts payable on Company indebtedness (including, without limitation, any amounts owed by the Company with respect to any Company Obligation), ad valorem taxes, state and local taxes, special taxes, assessments, permit fees, insurance premiums, escrow payments, repair and maintenance costs, engineering fees, advertising expenses, professional fees, utilities costs, equipment costs, sales commissions, management fees, consulting fees, salaries, wages, fringe benefits, and other similar types of costs, expenses, charges, liabilities, and obligations of the Company.
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Company Costs and Expenses means the costs and expenses set forth on Section 9.01 of the Disclosure Letter (including fees and expenses of lawyers, accountants, consultants, financial advisors, and investment bankers), incurred by the Company in connection with the entering into of this Agreement and the performance of its obligations hereunder.
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Related to Company Costs and Expenses

  • Costs and Expenses means any actual, provable, reasonable, customary and direct out-of-pocket costs and expenses incurred by such Fund. Costs and Expenses shall not include, and in no event shall BNY Mellon be liable under this Agreement for, any lift-out expenses or platform development costs for the successor service provider or any wind-down costs of the Fund or any Fund Affiliate, including, without limitation, non-cancelable payments or termination charges regarding hosting and/or any other subcontracted services. The Fund must provide BNY Mellon with written evidence of the Costs and Expenses before BNY Mellon is obligated to pay them. The Fund also has a duty to mitigate, and must exercise its duty to mitigate, such Costs and Expenses.

  • Attorneys’ Fees and Expenses means such funds as may be awarded to Class Counsel by the Court to compensate them (and all other attorneys for Plaintiff or the Settlement Class) for their fees and all expenses incurred by Plaintiff or Class Counsel in connection with the Litigation.

  • Trust Fees and Expenses means all accrued and unpaid Trustees’ fees, any amounts due to the Trustees for reimbursement of expenses or in respect of indemnification and other administrative fees of the Trust.

  • Trustee Fees and Expenses As compensation for and in payment of trust expenses related to its services hereunder other than Extraordinary Trust Expenses, the Trustee will receive Trustee Fees on each Distribution Date in the amount equal to $2,000. The Trustee Fee shall cease to accrue after termination of the Trust. The "Trigger Amount" with respect to Extraordinary Trust Expenses for the Trust is $25,000 and the Maximum Reimbursable Amount is $100,000. The Trustee Fee will be paid by the Expense Administrator. Expenses will be reimbursed by the Expense Administrator in accordance with the Expense Administration Agreement. Expense Administrator: The Trustee will act as Expense Administrator on behalf of the Trust pursuant to an Expense Administration Agreement, dated as of the date of the Trust Agreement (the "Expense Administration Agreement"), between the Trustee as Expense Administrator (the "Expense Administrator") and the Trust. The Expense Administrator will receive a fee equal to $5,500 payable on each Distribution Date. The Expense Administrator Make-Whole Amount, if any, shall also be considered part of the Expense Administrator's fee hereunder and under the Expense Administration Agreement. The Amounts specified in this paragraph are also referred to as the "Expense Administrator's Fee". The Expense Administrator will be responsible for paying the Trustee Fee and reimbursing certain other expenses of the Trust in accordance with the Expense Administration Agreement.

  • Fees and Expenses means the fees and expenses, including Anticipated Fees, incurred by SongVest for its time and effort to place the Proceed Rights into the Offering and market the Units and Proceed Rights to the general public. Fees and Expenses include, without limitation, legal and other regulator costs related to completing the Offering memorandum and closing. Anticipated Fees are outlined in Schedule B, though actual Fees and Expenses may differ.

  • Expenses shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

  • Legal Expenses means the fees, costs and expenses of any kind incurred by any Person indemnified herein and its counsel in investigating, preparing for, defending against or providing evidence, producing documents or taking other action with respect to any threatened or asserted Claim.

  • Parent Expenses means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including trademarks, service marks, trade names, trade dress, domain names, social media identifiers and accounts, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data, databases and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iii) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person, or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses of any Parent incurred in the ordinary course of business, and (v) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

  • Costs means, with respect to the Non-Defaulting Party, brokerage fees, commissions, legal expenses and other similar third party transaction costs and expenses reasonably incurred by such Party in entering into any new arrangement which replaces this Agreement.

  • Litigation Expenses means costs and expenses incurred in connection with commencing, prosecuting, and settling the Action (which may include the costs and expenses of Plaintiffs directly related to their representation of the Settlement Class), for which Lead Counsel intends to apply to the Court for reimbursement from the Settlement Fund.

  • Attorneys’ Fees and Costs means: (i) fees and out of pocket costs of Lender’s and Loan Servicer’s attorneys, as applicable, including costs of Lender’s and Loan Servicer’s in-house counsel, support staff costs, costs of preparing for litigation, computerized research, telephone and facsimile transmission expenses, mileage, deposition costs, postage, duplicating, process service, videotaping and similar costs and expenses; (ii) costs and fees of expert witnesses, including appraisers; (iii) investigatory fees; and (iv) costs for any opinion required by Lender pursuant to the terms of the Loan Documents.

  • Company Expenses has the meaning set forth in Section 11.3(a)(v).

  • Insured Expenses Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

  • Current Expenses means operating costs other than personal services and shall not

  • Settlement Costs means all costs incurred by the Settlement Class and their attorneys, including but not limited to Plaintiffs’ attorneys’ fees, their costs of suit, Plaintiffs’ expert or consultant fees, any incentive payments paid to the Class Representatives, notice costs, costs of Claims Administration, and all other costs of administering the settlement.

  • Attorney Costs means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Public Company Costs means, as to any Person, costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith and costs relating to compliance with the provisions of the Securities Act and the Exchange Act or any other comparable body of laws, rules or regulations, as companies with listed equity, directors’ compensation, fees and expense reimbursement, costs relating to enhanced accounting functions and investor relations, stockholder meetings and reports to stockholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, listing fees and other transaction costs, in each case to the extent arising solely by virtue of the listing of such Person’s equity securities on a national securities exchange or issuance of public debt securities.

  • Covered Expenses means expenses actually incurred by or on behalf of a Covered Person for treatment, services and supplies covered by the Policy. Coverage under the Participating Organization’s Policy must remain continuously in force from the date of the Covered Accident or Sickness until the date treatment, services or supplies are received for them to be a Covered Expense. A Covered Expense is deemed to be incurred on the date such treatment, service or supply, that gave rise to the expense or the charge, was rendered or obtained.

  • Related Expenses means any and all costs, liabilities, and expenses (including, without limitation, losses, damages, penalties, claims, actions, reasonable attorney's fees, legal expenses, judgments, suits and disbursements) reasonably incurred by, or imposed upon, or asserted against, Lender in any attempt by Lender:

  • Cash Expenses means, for any period, the Operating Expenses for the operation of the Property as set forth in an Approved Annual Budget to the extent that such expenses are actually incurred by Borrower minus any payments into the Tax and Insurance Escrow Fund.

  • Litigation Costs means all reasonable costs, charges, expenses, including attorneys', accountants' and expert witnesses' fees, and obligations paid or incurred in connection with investigating, defending (including affirmative defenses and counterclaims), obtaining or attempting to obtain a settlement, being a witness in, or participating in or preparing to defend, be a witness in, or participate in, any Proceeding and any appeal therefrom and the cost of appeal, attachment and similar bonds.

  • Legal Costs of a person means legal costs incurred by that person in defending an action for a Liability of that person.

  • Incidental Expenses means those expenses incidental to the performance of construction pursuant to an Interconnection Construction Service Agreement, including, but not limited to, the expense of temporary construction power, telecommunications charges, Interconnected Transmission Owner expenses associated with, but not limited to, document preparation, design review, installation, monitoring, and construction-related operations and maintenance for the Customer Facility and for the Interconnection Facilities.

  • Reasonable Additional Expenses means expenses for meals, taxi fares, essential telephone calls, local transportation, and lodging which are necessarily incurred as the result of Trip Delay and which are not provided by the Common Carrier or any other party free of charge.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).