Consent Expenses means (i) any assumption, consent or transfer fees owed or otherwise charged by the applicable counterparty (or its servicer or representative) in connection with obtaining any Required Consents, (ii) all refinancing costs and expenses (including, without limitation, brokerage fees, origination fees, title insurance premiums and other costs incurred or reimbursed to a lender) relating to any refinanced Indebtedness in respect of any Included Properties as a result of a Debt Refinancing, a Failed Loan Assumption or otherwise, (iii) all prepayment premiums and penalties and “make-wholes” that result from the refinancing of any Indebtedness in respect of any Included Property as a result of a Debt Refinancing, a Failed Loan Assumption or otherwise, (iv) all costs to provide replacement collateral required to defease any Indebtedness in respect of any Included Property as a result of a Debt Refinancing, a Failed Loan Assumption or otherwise, (v) all processing fees charged by a lender or a servicer in order to submit application packages relating to the assumption of any Indebtedness in respect of any Included Property, (vi) all applicable mortgage taxes, intangible taxes, documentary stamp taxes and recordation charges relating to any assumption of any Indebtedness in respect of any Included Property or a refinancing thereof, (vii) any third party, out-of-pocket costs and expenses, including attorneys’ fees and expenses charged by a lender in connection with the assumption of any Indebtedness relating to any Included Property or the refinancing thereof, and (viii) any third party, out-of-pocket costs and expenses, including attorneys’ fees and expenses charged by a lender, landlord or Joint Venture Partner in connection with the consideration of, and/or the documentation of, any Required Debt Consent, Required Ground Lease Consent or Required JV Consent, as applicable, excluding, with respect to (i) — (viii) above, Reimbursable Consent Expenses. Notwithstanding the foregoing, the costs and expenses set forth on Section 9.6(d) of the Vornado Disclosure Letter shall not be deemed “Consent Expenses” and shall be deemed “Expenses” incurred by the Vornado Parties for purposes of Section 9.4 of the Agreement.
Consent Expenses shall have the meaning set forth in Section 3.2.6.
Consent Expenses means the costs and expenses set out on Exhibit E.
Examples of Consent Expenses in a sentence
Except as otherwise specifically set forth herein, all fees and expenses (other than (a) Transfer Taxes which shall be dealt with in accordance with Section 6.7(a), (b) Consent Expenses which shall be dealt with in accordance with Section 2.5(e) and (c) the Tail Expenses, which shall be dealt with in accordance with Section 6.11(b)) in connection with the Contemplated Transactions shall be paid by the party incurring such expenses, whether or not the Contemplated Transactions are consummated.
More Definitions of Consent Expenses
Consent Expenses means the costs and expenses set forth on Exhibit B.
Consent Expenses set forth in Section 9.6 of the Agreement is hereby deleted and replaced with the following:
Consent Expenses means the costs and expenses set out on Exhibit B.
Consent Expenses means any costs and expenses incurred by Visteon, other than Transfer Fees, associated with obtaining any necessary consents, permissions and waivers required for Visteon to make the contribution and grant of licenses granted to any of the Company, ACH LLC and Ford under and during the term of this Software Agreement.
Consent Expenses shall have the meaning set forth in SECTION 3.2.6.
Consent Expenses is defined in Section 7.1(e).
Consent Expenses means (i) any assumption, consent or transfer fees owed or otherwise charged by the applicable counterparty (or its servicer or representative) in connection with obtaining any Required Consents, (ii) all refinancing costs and expenses