Consent Costs definition

Consent Costs means the direct and indirect financial cost (whether through the payment of consent, waiver or other fees, the reimbursement of out-of-pocket costs and expenses of any person or any change in financial terms of the Indenture or the Credit Agreement, as applicable) to the New Investor or its affiliates or the Company or any of its subsidiaries incurred or payable in connection with obtaining requisite approval of the Indenture Amendments and the Bank Amendments, as applicable; provided that Consent Costs shall not include (1) the reasonable fees and expenses of any dealer manager/solicitation agent for the consent solicitation in respect of the Indenture Amendments, (2) reimbursements of the reasonable out-of-pocket expenses of the Credit Agreement Parties (other than the Company and its affiliates) payable pursuant to the terms of the Credit Agreement, as in effect on the date hereof, (3) the reimbursement of the reasonable out-of-pocket expenses of the Trustee incurred in connection with the Indenture Amendments, (4) the payment of reasonable fees and expenses of the New Investor in connection with the transactions contemplated hereby or by the Primary Share Purchase Agreement and (5) the payment of reasonable fees and expenses for counsel to the Company, the Special Committee of the Company and Sellers in connection with the transactions contemplated hereby or by the Primary Share Purchase Agreement.
Sample 1Sample 2
Consent Costs means any liabilities, damages, losses, penalties, expenses or costs incurred in connection with obtaining any consents, waivers or amendments described in Section 5.14 (but not including the fees, costs and expenses of a party’s advisors, accountants or counsel related thereto which shall in be paid in all events by such party) including the net present value (using a 10% discount rate) of any future economic impact resulting in connection with such consents, waivers or amendments.
Sample 1Sample 2Sample 3
Consent Costs has the meaning set forth in the Purchase Agreement.
Sample 1Sample 2

Examples of Consent Costs in a sentence

  • The costs of Services to which the Pass-Through Billing method applies shall, subject to Section 3.01(c) and (d), be equal to the aggregate amount of the third-party costs and expenses incurred (which costs shall include but not be limited to adjustments for attributable rebates and Third Party Consent Costs) by any Service Provider Party on behalf of the Service Recipients.

  • The costs of Services to which the Pass-Through Billing method applies shall, subject to Section 3.01(c) and (d), be equal to the aggregate amount of the third-party costs and expenses incurred (which costs shall include but not be limited to adjustments for attributable rebates and Third-Party Consent Costs) by any Service Provider Party on behalf of the Service Recipients.

  • Any Consent Costs incurred before or after the Closing in connection with any such approvals, consents, amendments or waivers, whenever obtained, shall be paid fifty percent (50%) by the Purchaser and fifty percent (50%) by the Shareholders; provided, however, that the aggregate amount of Consent Costs paid or payable by the Shareholders pursuant to this Section 5.14 shall not exceed $2,000,000.

  • The Providing Party shall pay such Consent Costs directly to the relevant third party.

  • For the sake of clarity, Audiovox shall not have any obligation to incur Consent Costs.

  • Lender Consent Costs in an amount up to the Indirect Cost Cap are deemed reasonable, will not be subject to the review of the Financial Advisor or the approval of the Commission, and may be recovered from the proceeds of the Environmental Control Bonds.

  • Lender Consent Costs in an amount up to the Indirect Cost Cap are deemed reasonable, will not be subject to the review of the Financial Advisor or the approval of the Commission pursuant to Sections V.F and G below, and may be recovered from the proceeds of the Environmental Control Bonds.

  • If Lender Consent Costs exceed the 55 Indirect Cost Cap, the Applicants will not be permitted to seek recovery of the excess amounts in a subsequent base rate proceeding.

  • File with the Commission and simultaneously serve upon the Financial Advisor an itemized statement of the Lender Consent Costs incurred or expected to be incurred in connection with the Ownership Restructuring by the Series Launch Date (“Lender Consent Cost Statement”).

  • If the Lender Consent Costs exceed the Indirect Cost Cap, the Applicants will not be permitted to seek recovery of the excess amounts in a subsequent base rate or Expanded Net Energy Charge (“ENEC”) proceeding.


More Definitions of Consent Costs

Consent Costs has the meaning set forth in Section 8.4.
Sample 1
Consent Costs shall have the meaning set forth in Section 6.04(a).
Sample 1
Consent Costs means the direct and indirect financial cost (whether through the payment of consent, waiver or other fees, the reimbursement of out-of-pocket costs and expenses of any person or any change in financial terms of the Indenture or the Credit Agreement, as applicable) to the New Investor or its affiliates or the Company or any of its subsidiaries incurred or payable in connection with obtaining requisite approval of the Indenture Amendments and the Bank Amendments, as applicable; provided that Consent Costs shall not include (1) the reasonable fees and expenses of any dealer manager/solicitation agent for the consent solicitation in respect of the Indenture Amendments, (2) reimbursements of the reasonable out-of-pocket expenses of the Credit Agreement Parties (other than the Company and its affiliates) payable pursuant to the terms of the Credit Agreement, as in effect on the date hereof, (3) the reimbursement of the reasonable out-of-pocket expenses of the Trustee incurred in connection with the Indenture Amendments, (4) the payment of reasonable fees and expenses of the New Investor in connection with the transactions contemplated hereby or by
Sample 1
Consent Costs means the sum of all Loan Consent Costs, Franchisor Consent Costs, Ground Lessor Consent Costs and Preferred Equity Consent Costs, but specifically excluding PIP Costs.
Sample 1
Consent Costs means fees or out-of-pocket expenses charged by third-party advisors to the Seller or the Company in connection with their obtaining consents or approvals required to consummate the transactions contemplated by this Agreement.
Sample 1
Consent Costs. – means all costs paid or coming due after the Effective Time associated with securing consents from third party vendors that to Provider’s knowledge are required to provide the Services to the Recipient Parties.
Sample 1

Related to Consent Costs

  • Improvement Costs means any additional expenditure on a fixed asset that materially increases the capacity of the asset or materially improves its functioning or represents more than 10% of the initial depreciation base of the asset;

  • Replacement Costs means the expenditures for obtaining and installing equipment, accessories or appurtenances which are necessary during the useful life of the treatment works to maintain the capacity and performance for which such works were designed and constructed.

  • Tenant Inducement Costs means any payment required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically without limitation, tenant improvement costs, lease buyouts and moving allowances.

  • Settlement Costs means all costs incurred by Plaintiffs, and their attorneys, including but not limited to Plaintiffs’ attorneys’ fees, costs of suit, Plaintiffs’ expert or consultant fees, any incentive payments paid to the Class Representatives, notice costs, costs of claims administration, costs incurred by the Claims Administrator, and all other costs of administering the Settlement Agreement (including but not limited to administration costs associated with any website, notice, toll-free telephone number, or any other cost associated with this Settlement Agreement).

  • Soft Costs means the costs of professional work and fees, interim costs, financing fees and expenses, syndication costs, soft costs and Developer’s fees as shown in the Applicant’s properly completed UniApp, Section C - Uses of Funds. Soft Costs do not include operating or replacement reserves.

  • Approved Operating Expenses means for each Budget Year during the Term the following operating expenses reasonably and actually incurred from the operation and maintenance of Property to the extent that such operating expenses are consistent with the Annual Budget and the Annual Audited Financial Statements:

  • Development Costs means costs incurred to obtain access to reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas from reserves. More specifically, development costs, including applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to:

  • Direct Costs means the sum of the following:

  • Public improvement costs means the costs of:

  • Routine Patient Costs means all health care services that are otherwise covered under the Group Contract for the treatment of cancer or other Life-threatening Condition that is typically covered for a patient who is not enrolled in an Approved Clinical Trial.

  • Construction Costs means any and all costs incurred by the Contractor with respect to the construction and equipping, as the case may be, of the improvements performed, whether paid or incurred prior to or after the date hereof, including, without limitation, costs for Site preparation, the removal or demolition of existing structures, the construction of the Project and related facilities and improvements, and all other work in connection therewith, security of the Site and Project, Contractors’ overhead and supervision at the Project Site, all costs and expenses including any taxes or insurance premiums paid by the Contractor with respect to the Property, and administrative and other expenses necessary or incident to the Project, excluding Contractors’ and Developers’ home office overhead and profit. The term “Construction Costs” includes all Contractor’s costs associated with preparing or generating additional copies of any Construction Documents, as defined below, related to or required for the Project, including preparation or generation of additional Plans and/or Specifications for Contractor’s Subcontractors. In no event shall Construction Costs exceed the Guaranteed Maximum Price.

  • Operating Costs means the reasonable incremental expenses incurred by the Recipient on account of Project implementation, including costs related to audits, office equipment and supplies, vehicle operation and maintenance, shipping costs, office rentals, communication and insurance costs, office administration costs, bank charges, utilities, transport costs, travel, per diem and supervision costs, and salaries of contracted employees, but excluding salaries of officials of the Recipient’s civil service.

  • Management Expenses means the costs, charges and expenses necessarily and reasonably incurred or to be incurred for the management and maintenance of the Land and the Building and the Common Areas and Facilities therein to be borne by the Owners including the remuneration of the Manager as provided in this Deed;

  • Project Costs means all allowable costs, as set forth in the applicable Federal cost principles, incurred by a recipient and the value of the contribu- tions made by third parties in accom- plishing the objectives of the award during the project period.

  • Third Party Expenses has the meaning ascribed to it in Section 5.5.

  • Original Project Cost means the capital expenditure incurred by the Generating Company or the Transmission Licensee, as the case may be, within the original scope of the project up to the cut-off date as admitted by the Commission;

  • Patent Costs means the reasonable fees and expenses paid to outside legal counsel, and filing, maintenance and other reasonable out-of-pocket expenses paid to Third Parties, incurred in connection with the Prosecution and Maintenance of Patent Rights.

  • Leasing Costs means, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

  • Enforcement Costs means court expenses, reasonable attorney fees of the attorney general, and other reasonable expenses of an executive department that are incurred in relation to enforcement under this part.

  • Property Expenses means, as to any Real Property, the costs (including, but not limited to, management fees, payments under Ground Leases, bad debt expenses, payroll, real estate taxes, assessments, insurance, utilities, landscaping and other similar charges) of operating and maintaining such Real Property, which are the responsibility of the Borrower or the applicable Subsidiary that are not paid directly by the applicable Tenant, but excluding Debt Service, income tax expense, capital expenses, depreciation, amortization, interest costs and other non-cash expenses.

  • Defence Costs means the expenses incurred by or on behalf of the Insured or the Company in the investigation or settlement or defence of a Claim and shall include legal costs and disbursements.

  • Insurance Costs means the sums described in paragraph 1.1 of Part 5 of the Schedule;

  • Remediation Costs means the cost of any action taken to reduce the concentration of contaminants on, in or under the Eligible Property to permit a record of site condition to be filed in the Environmental Site Registry under section 168.4 of the Environmental Protection Act and the cost of complying with any certificate of property use issued under section 168.6 of the Environmental Protection Act, as further specified in the CIP.

  • Development Expenses means, with respect to SAIL Developments as well as HOME Developments when the HOME Development is also at least partially financed with a MMRB Loan (as defined in rule Chapter 67-21, F.A.C.), usual and customary operating and financial costs, such as the compliance monitoring fee, the financial monitoring fee, replacement reserves, the servicing fee and the debt service reserves. As it relates to SAIL Developments as well as HOME Developments when the HOME Development is also at least partially financed with a MMRB Loan (as defined in rule Chapter 67-21, F.A.C.) and to the application of Development Cash Flow described in subsections 67-48.010(5) and (6), F.A.C., as it relates to SAIL Developments or in paragraph 67-48.020(3)(b), F.A.C., as it relates to HOME Developments, the term includes only those expenses disclosed in the operating pro forma on an annual basis included in the final credit underwriting report, as approved by the Board, and maximum of 20 percent Developer Fee per year.

  • Construction Cost means and includes the cost of the entire construction of the Project, including all supervision, materials, supplies, labor, tools, equipment, transportation and/or other facilities furnished, used or consumed, without deduction on account of penalties, liquidated damages or other amounts withheld from payment to the contractor or contractors, but such cost shall not include the Consulting Engineer/Architect's fee, or other payments to the Consulting Engineer/Architect and shall not include cost of land or Rights-of-Way and Easement acquisition.

  • Maintenance Costs means parts and materials, sublet and labour costs of a qualified licensed mechanic for the maintenance of the Revenue Service Vehicles, but shall not include costs associated with interior and exterior transit advertising signs and non-mechanical servicing of Revenue Service Vehicles such as fuelling, clearing fareboxes, cleaning and painting wheel rims, vehicle washing and other work performed by a serviceman; and,