Additional Expenses. (a) It is understood and agreed that the RRD Services Fee payable in accordance with Section 4.1(a) hereof includes all anticipated, reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone and similar expenses) to be incurred by RRD in connection with the provision of the RRD Services to Donnelley Financial or to be paid by RRD on behalf of Donnelley Financial pursuant to the terms of this Agreement. The Parties agree that Donnelley Financial shall reimburse RRD for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable RRD Service Fee that are incurred by RRD in connection with the provision of RRD Services to Donnelley Financial or paid by RRD on behalf of Donnelley Financial pursuant to the terms of this Agreement (the “RRD Additional Expenses”), provided that prior to incurring any such RRD Additional Expenses, RRD shall obtain the written consent of Donnelley Financial to the incurrence of such RRD Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditioned; provided further that if the Parties agree such RRD Additional Expense is recurring in nature, if Donnelley Financial consents to such RRD Additional Expense, the Applicable RRD Service Schedule shall be deemed amended accordingly; and if the Parties do not agree such RRD Additional Expense is recurring in nature, it shall be treated as a one-time expense and the Applicable RRD Service Schedule shall not be amended. All RRD Additional Expenses shall be invoiced by RRD to Donnelley Financial in accordance with the provisions of Section 4.3 hereof. (b) It is understood and agreed that the Donnelley Financial Services Fee payable in accordance with Section 4.1(b) hereof includes all anticipated, reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone and similar expenses) to be incurred by Donnelley Financial in connection with the provision of the Donnelley Financial Services to RRD or paid by Donnelley Financial on behalf of RRD pursuant to the terms of this Agreement. The Parties agree that RRD shall reimburse Donnelley Financial for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable Donnelley Financial Service Fee that are incurred by Donnelley Financial in connection with the provision of Donnelley Financial Services to RRD or paid by Donnelley Financial on behalf of RRD pursuant to the terms of this Agreement (the “Donnelley Financial Additional Expenses”), provided that prior to incurring any such Donnelley Financial Additional Expenses, Donnelley Financial shall obtain the written consent of RRD to the incurrence of such Donnelley Financial Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditions; provided further that if such Donnelley Financial Additional Expense is recurring in nature, if RRD consents to such Donnelley Financial Additional Expense, the applicable Donnelley Financial Service Schedule shall be deemed amended accordingly. All Donnelley Financial Additional Expenses shall be invoiced by Donnelley Financial to RRD in accordance with the provisions of (b) hereof.
Appears in 4 contracts
Sources: Transition Services Agreement (Donnelley Financial Solutions, Inc.), Transition Services Agreement (RR Donnelley & Sons Co), Transition Services Agreement (Donnelley Financial Solutions, Inc.)
Additional Expenses. (a) It is understood and agreed that the RRD Services Fee payable in accordance with Section 4.1(a) hereof includes all anticipated, reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone and similar expenses) to be incurred by RRD in connection with the provision of the RRD Services to Donnelley Financial or to be paid by RRD on behalf of Donnelley Financial pursuant to the terms of this Agreement. The Parties agree that Donnelley Financial shall reimburse RRD for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable RRD Service Fee that are incurred by RRD in connection with the provision of RRD Services to Donnelley Financial or paid by RRD on behalf of Donnelley Financial pursuant to the terms of this Agreement (the “RRD Additional Expenses”), provided that prior to incurring any such RRD Additional Expenses, RRD shall obtain the written consent of Donnelley Financial to the incurrence of such RRD Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditioned; provided further that if the Parties agree such RRD Additional Expense is recurring in nature, if Donnelley Financial consents to such RRD Additional Expense, the Applicable RRD Service Schedule shall be deemed amended accordingly; and if the Parties do not agree such RRD Additional Expense is recurring in nature, it shall be treated as a one-time expense and the Applicable RRD Service Schedule shall not be amended. All RRD Additional Expenses shall be invoiced by RRD to Donnelley Financial in accordance with the provisions of Section 4.3 hereof.
(b) It is understood and agreed that the Donnelley Financial Services Fee payable in accordance with Section 4.1(b4.1(a) hereof includes all anticipated, reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone and similar expenses) to be incurred by Donnelley Financial in connection with the provision of the Donnelley Financial Services to RRD LSC or to be paid by Donnelley Financial on behalf of RRD LSC pursuant to the terms of this Agreement. The Parties agree that RRD LSC shall reimburse Donnelley Financial for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable Donnelley Financial Service Fee that are incurred by Donnelley Financial in connection with the provision of Donnelley Financial Services to RRD LSC or paid by Donnelley Financial on behalf of RRD LSC pursuant to the terms of this Agreement (the “Donnelley Financial Additional Expenses”), provided that prior to incurring any such Donnelley Financial Additional Expenses, Donnelley Financial shall obtain the written consent of RRD LSC to the incurrence of such Donnelley Financial Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditionsconditioned; provided further that if the Parties agree such Donnelley Financial Additional Expense is recurring in nature, if RRD LSC consents to such Donnelley Financial Additional Expense, the applicable Applicable Donnelley Financial Service Schedule shall be deemed amended accordingly; and if the Parties do not agree such Donnelley Financial Additional Expense is recurring in nature, it shall be treated as a one-time expense and the Applicable Donnelley Financial Service Schedule shall not be amended. All Donnelley Financial Additional Expenses shall be invoiced by Donnelley Financial to RRD LSC in accordance with the provisions of Section 4.3 hereof.
(b) It is understood and agreed that the LSC Services Fee payable in accordance with Section 4.1(b) hereof includes all anticipated, reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone and similar expenses) to be incurred by LSC in connection with the provision of the LSC Services to Donnelley Financial or paid by LSC on behalf of Donnelley Financial pursuant to the terms of this Agreement. The Parties agree that Donnelley Financial shall reimburse LSC for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable LSC Service Fee that are incurred by LSC in connection with the provision of LSC Services to Donnelley Financial or paid by LSC on behalf of Donnelley Financial pursuant to the terms of this Agreement (the “LSC Additional Expenses”), provided that prior to incurring any such LSC Additional Expenses, LSC shall obtain the written consent of Donnelley Financial to the incurrence of such LSC Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditions; provided further that if such LSC Additional Expense is recurring in nature, if Donnelley Financial consents to such LSC Additional Expense, the applicable LSC Service Schedule shall be deemed amended accordingly. All LSC Additional Expenses shall be invoiced by LSC to Donnelley Financial in accordance with the provisions of (b) hereof.
Appears in 4 contracts
Sources: Transition Services Agreement (LSC Communications, Inc.), Transition Services Agreement (Donnelley Financial Solutions, Inc.), Transition Services Agreement (Donnelley Financial Solutions, Inc.)
Additional Expenses. (a) It is understood and agreed that the RRD Services Fee payable in accordance with Section 4.1(a) hereof includes all anticipated, reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone and similar expenses) to be incurred by RRD in connection with the provision of the RRD Services to Donnelley Financial LSC or to be paid by RRD on behalf of Donnelley Financial LSC pursuant to the terms of this Agreement. The Parties agree that Donnelley Financial LSC shall reimburse RRD for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable RRD Service Fee that are incurred by RRD in connection with the provision of RRD Services to Donnelley Financial LSC or paid by RRD on behalf of Donnelley Financial LSC pursuant to the terms of this Agreement (the “RRD Additional Expenses”), provided that prior to incurring any such RRD Additional Expenses, RRD shall obtain the written consent of Donnelley Financial LSC to the incurrence of such RRD Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditioned; provided further that if the Parties agree such RRD Additional Expense is recurring in nature, if Donnelley Financial LSC consents to such RRD Additional Expense, the Applicable RRD Service Schedule shall be deemed amended accordingly; and if the Parties do not agree such RRD Additional Expense is recurring in nature, it shall be treated as a one-time expense and the Applicable RRD Service Schedule shall not be amended. All RRD Additional Expenses shall be invoiced by RRD to Donnelley Financial LSC in accordance with the provisions of Section 4.3 hereof.
(b) It is understood and agreed that the Donnelley Financial LSC Services Fee payable in accordance with Section 4.1(b) hereof includes all anticipated, reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone and similar expenses) to be incurred by Donnelley Financial LSC in connection with the provision of the Donnelley Financial LSC Services to RRD or paid by Donnelley Financial LSC on behalf of RRD pursuant to the terms of this Agreement. The Parties agree that RRD shall reimburse Donnelley Financial LSC for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable Donnelley Financial LSC Service Fee that are incurred by Donnelley Financial LSC in connection with the provision of Donnelley Financial LSC Services to RRD or paid by Donnelley Financial LSC on behalf of RRD pursuant to the terms of this Agreement (the “Donnelley Financial LSC Additional Expenses”), provided that prior to incurring any such Donnelley Financial LSC Additional Expenses, Donnelley Financial LSC shall obtain the written consent of RRD to the incurrence of such Donnelley Financial LSC Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditions; provided further that if such Donnelley Financial LSC Additional Expense is recurring in nature, if RRD consents to such Donnelley Financial LSC Additional Expense, the applicable Donnelley Financial LSC Service Schedule shall be deemed amended accordingly. All Donnelley Financial LSC Additional Expenses shall be invoiced by Donnelley Financial LSC to RRD in accordance with the provisions of (b) hereof.
Appears in 3 contracts
Sources: Transition Services Agreement (LSC Communications, Inc.), Transition Services Agreement (LSC Communications, Inc.), Transition Services Agreement (LSC Communications, Inc.)
Additional Expenses. (a) It is understood and agreed that In addition to the RRD Services Fee fees payable in accordance with Section 4.1(a) hereof includes ), AMC shall reimburse Cablevision for all anticipated, reasonable and necessary out-of-pocket costs and expenses (including without limitation postage and other delivery costs, telephone telephone, telecopy and similar expenses) to be incurred by RRD Cablevision with respect to Third Parties in connection with the provision of the RRD Cablevision Services to Donnelley Financial or to be paid by RRD on behalf of Donnelley Financial pursuant to the terms of this Agreement. The Parties agree that Donnelley Financial shall reimburse RRD for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable RRD Service Fee that are incurred by RRD in connection with the provision of RRD Services to Donnelley Financial or paid by RRD on behalf of Donnelley Financial AMC pursuant to the terms of this Agreement (the “RRD Additional Expenses”), or paid by Cablevision on behalf of AMC; provided that if Cablevision expects to incur in respect of a Third Party in any month costs and expenses in excess of $25,000 and not already contemplated by Schedule A, Cablevision shall use best reasonable efforts to provide to AMC prior to incurring any such RRD Additional Expenses, RRD shall obtain the written consent of Donnelley Financial to the incurrence first day of such RRD Additional Expenses, with such consent not month a written notice setting forth Cablevision’s reasonable estimate of the expenses it expects to be unreasonably withheld, delayed or conditioned; provided further that if the Parties agree such RRD Additional Expense is recurring in nature, if Donnelley Financial consents to such RRD Additional Expense, the Applicable RRD Service Schedule shall be deemed amended accordingly; and if the Parties do not agree such RRD Additional Expense is recurring in nature, it shall be treated as a one-time expense and the Applicable RRD Service Schedule shall not be amended. All RRD Additional Expenses shall be invoiced by RRD to Donnelley Financial in accordance with the provisions of Section 4.3 hereofincur.
(b) It is understood and agreed that In addition to the Donnelley Financial Services Fee fees payable for expenses in accordance with Section 4.1(b) hereof includes ), Cablevision shall reimburse AMC for all anticipated, reasonable and necessary out-of-pocket costs and expenses (including without limitation postage and other delivery costs, telephone telephone, telecopy and similar expenses) to be incurred by Donnelley Financial AMC with respect to Third Parties in connection with the provision of the Donnelley Financial AMC Services to RRD or paid by Donnelley Financial on behalf of RRD Cablevision pursuant to the terms of this Agreement. The Parties agree Agreement or paid by AMC on behalf of Cablevision; provided that RRD if AMC expects to incur in respect of a Third Party in any month costs and expenses in excess of $25,000 and not already contemplated by Schedule B, AMC shall use best reasonable efforts to provide to Cablevision prior to the first day of such a month written notice setting forth AMC’s reasonable estimate of the expenses it expects to incur.
(c) In addition to the fees payable for expenses in accordance with Section 4.1(c), Cablevision shall reimburse Donnelley Financial AMC for any additional all reasonable and necessary out-of-pocket costs and expenses not included in the Applicable Donnelley Financial Service Fee that are (including without limitation postage and other delivery costs, telephone, telecopy and similar expenses) incurred by Donnelley Financial AMC with respect to Third Parties in connection with the provision of Donnelley Financial AMC Services to RRD or paid by Donnelley Financial on behalf of RRD MSG pursuant to the terms of this Agreement (the “Donnelley Financial Additional Expenses”), or paid by AMC on behalf of MSG; provided that if AMC expects to incur in respect of a Third Party in any month costs and expenses in excess of $25,000 and not already contemplated by Schedule C, AMC shall use best reasonable efforts to: (i) provide to Cablevision prior to incurring any such Donnelley Financial Additional Expenses, Donnelley Financial shall obtain the written consent of RRD to the incurrence first day of such Donnelley Financial Additional Expensesa month written notice setting forth AMC’s reasonable estimate of the expenses it expects to incur, with such consent not and (ii) provide to be unreasonably withheld, delayed or conditions; provided further that if such Donnelley Financial Additional Expense is recurring in nature, if RRD consents to such Donnelley Financial Additional Expense, MSG a copy of the applicable Donnelley Financial Service Schedule shall be deemed amended accordingly. All Donnelley Financial Additional Expenses shall be invoiced by Donnelley Financial to RRD in accordance with the provisions of notice required under clause (b) hereofi).
Appears in 2 contracts
Sources: Transition Services Agreement (Cablevision Systems Corp /Ny), Transition Services Agreement (AMC Networks Inc.)
Additional Expenses. If any of the following events takes place to any Lender, due to change of Laws, change in interpretation and application of Laws or change in policies of the competent Governmental Authorities, etc. after the Execution Date hereof and such event is not cured even with the Lender’s reasonable efforts, such Lender shall so notify the Borrower through the Facility Agent:
A. If the Lender becomes liable to pay any taxes or any sum in connection with any amount paid by the Borrower under this Agreement (a) It is understood and agreed that excluding taxes imposed on the RRD Services Fee payable in accordance with Section 4.1(a) hereof includes all anticipated, reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone and similar expenses) ordinary operating income of the head office or offices of the Lender or taxes to be incurred by RRD reimbursed pursuant to Article 10); or
B. If the Lender’s cost of Participation increases or received amount in connection with the provision Loan Agreement decreases, In that case, the Borrower shall (irrespective of whether the Lender’s Loan is repaid or not) pay to the relevant Lender such taxes or sum as set forth in paragraph A or the increased costs or decreased amount as set forth in paragraph B (collectively, “Increased Costs”) through the Facility Agent. In order for the relevant Lender to ▇▇▇▇ the Borrower for the Increased Costs, the Lender shall submit to the Borrower the ground, details of calculation, statements or other evidentiary documents of the RRD Services to Donnelley Financial or to Increased Costs, and the Lender’s confirmation of the Increased Cost shall, unless it contains any manifest error, be paid by RRD on behalf of Donnelley Financial pursuant regarded correct with respect to the terms of this Agreement. The Parties agree that Donnelley Financial shall reimburse RRD for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable RRD Service Fee that are incurred by RRD in connection with the provision of RRD Services to Donnelley Financial or paid by RRD on behalf of Donnelley Financial pursuant to the terms of this Agreement (the “RRD Additional Expenses”), provided that prior to incurring any such RRD Additional Expenses, RRD shall obtain the written consent of Donnelley Financial to the incurrence of such RRD Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditioned; provided further that if the Parties agree such RRD Additional Expense is recurring in nature, if Donnelley Financial consents to such RRD Additional Expense, the Applicable RRD Service Schedule shall be deemed amended accordingly; and if the Parties do not agree such RRD Additional Expense is recurring in nature, it shall be treated as a one-time expense Borrower and the Applicable RRD Service Schedule shall not be amendedLenders. All RRD Additional Expenses shall be invoiced by RRD to Donnelley Financial in accordance with the provisions of Section 4.3 hereof.
(b) It is understood and agreed that the Donnelley Financial Services Fee payable in accordance with Section 4.1(b) hereof includes all anticipatedProvided, reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costshowever, telephone and similar expenses) to be incurred by Donnelley Financial in connection with the provision of the Donnelley Financial Services to RRD or paid by Donnelley Financial on behalf of RRD pursuant to the terms of this Agreement. The Parties agree that RRD shall reimburse Donnelley Financial for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable Donnelley Financial Service Fee that are incurred by Donnelley Financial in connection with the provision of Donnelley Financial Services to RRD or paid by Donnelley Financial on behalf of RRD pursuant to the terms of this Agreement (the “Donnelley Financial Additional Expenses”), provided that prior to incurring any such Donnelley Financial Additional Expenses, Donnelley Financial shall obtain the written consent of RRD to the incurrence of such Donnelley Financial Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditions; provided further that if such Donnelley Financial Additional Expense is recurring in nature, if RRD consents Increased Costs continue to such Donnelley Financial Additional Expensebe incurred, the applicable Donnelley Financial Service Schedule Borrower may, after giving at least thirty (30) Business Days’ prior written notice to the Facility Agent, prepay the relevant Lender’s Loan together with interests accrued thereon up to the prepayment date and other sum of money payable by the Borrower(provided that, in the case of such Lender is the Lender of Tranche B, it is necessary to be obtained by the consents of Tranche A lenders who holds at least 2/3 of the aggregate sum of Tranche A loan(including undrawn Loan commitment)), in which case no prepayment fee is payable. After such prepayment in full, the relevant Lender’s Loan Commitments shall cease to be deemed amended accordingly. All Donnelley Financial Additional Expenses shall be invoiced by Donnelley Financial to RRD in accordance with the provisions of (b) hereofeffective.
Appears in 2 contracts
Sources: Loan Agreement (Mohegan Tribal Gaming Authority), Loan Agreement
Additional Expenses. CLIENT further agrees to promptly reimburse ATTORNEY for incidental expenses related to CLIENTʼs case, such as court costs, travel expenses (a) It is understood and agreed that the RRD Services Fee payable in accordance with Section 4.1(a) hereof includes all anticipatedparking, reasonable airfare or milage for travel outside the Collin/Dallas County area related to the case), postage, Service of Process cost, retaining the services of a private investigative firm, document reproduction cost, and photocopies at $0.15 per copy. These expenses will be itemized on CLIENTʼs monthly billing statement. In addition to the retainer, CLIENT will be responsible for payment of fees charged by other professionals who may be involved in this case by mandate of the Court or request of the parties. Such professionals may include a Mediator, a Psychologist or Social Worker to perform home studies, social studies, or evaluation of the children subject of this suit and if the adoption proceeds, background checks by the Department of Public Safety. Furthermore, these other professional expenses will be billed directly to CLIENT by the service provider and are not a part of legal services to be rendered. CLIENT is responsible for making consequential decisions. Such decisions include but are not limited to decisions to settle some or all of the issues in this case, dismiss the cause of action, or take this matter to jury trial. CLIENT will appear and attend all hearings and appointments in this matter and if a hearing or appointment cannot be attended to provide ATTORNEY as much advance notice as possible so that a Motion for Continuance can be made or other appointments scheduled. CLIENT agrees to assist ATTORNEY to the extent possible by furnishing a list of potential and necessary out-of-pocket costs witnesses and expenses (including postage and other delivery costs, telephone and similar expenses) to be incurred by RRD communicate with said witnesses in regards to scheduling those witnesses to appear on reasonable notice. CLIENT agrees to to comply with all of ATTORNEY's reasonable requests in connection with the provision preparation and presentation of this case including but not limited to answering discovery and providing information necessary to draft forms and pleadings in this case. CLIENT agrees to refrain form conduct which would make ATTORNEYʼs representation in this matter unnecessarily difficult, including but not limited to violating court orders or contacting CLIENTʼs spouse or his or her attorney or otherwise confronting witnesses or other parties in this case. CLIENT agrees that failure to make payment timely or to otherwise perform obligations under this agreement will be grounds for the firm's withdrawal from representation. ATTORNEY will use make reasonable efforts to keep CLIENT advised on how the case is progressing, based on information received from the court, from the other side, and CLIENT. ATTORNEY will use best efforts to expedite the appropriate disposition of this case consistent with the time limitations imposed by law and the protection of CLIENTʼs present and future legal interests. ATTORNEY will further provide as much information as is reasonably available in order to assist CLIENT in making consequential decisions. While these may well be some difficult decisions for you to make. It is an ATTORNEY's responsibility to advise CLIENT on the legal ramifications of the RRD Services to Donnelley Financial or to be paid by RRD on behalf of Donnelley Financial pursuant to decisions, but CLIENT must make the terms of this Agreement. The Parties agree that Donnelley Financial shall reimburse RRD for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable RRD Service Fee that are incurred by RRD in connection with the provision of RRD Services to Donnelley Financial or paid by RRD on behalf of Donnelley Financial pursuant to the terms of this Agreement (the “RRD Additional Expenses”), provided that prior to incurring any such RRD Additional Expenses, RRD shall obtain the written consent of Donnelley Financial to the incurrence of such RRD Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditioned; provided further that if the Parties agree such RRD Additional Expense is recurring in nature, if Donnelley Financial consents to such RRD Additional Expense, the Applicable RRD Service Schedule shall be deemed amended accordingly; and if the Parties do not agree such RRD Additional Expense is recurring in nature, it shall be treated as a one-time expense and the Applicable RRD Service Schedule shall not be amended. All RRD Additional Expenses shall be invoiced by RRD to Donnelley Financial in accordance with the provisions of Section 4.3 hereofactual decisions.
(b) It is understood and agreed that the Donnelley Financial Services Fee payable in accordance with Section 4.1(b) hereof includes all anticipated, reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone and similar expenses) to be incurred by Donnelley Financial in connection with the provision of the Donnelley Financial Services to RRD or paid by Donnelley Financial on behalf of RRD pursuant to the terms of this Agreement. The Parties agree that RRD shall reimburse Donnelley Financial for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable Donnelley Financial Service Fee that are incurred by Donnelley Financial in connection with the provision of Donnelley Financial Services to RRD or paid by Donnelley Financial on behalf of RRD pursuant to the terms of this Agreement (the “Donnelley Financial Additional Expenses”), provided that prior to incurring any such Donnelley Financial Additional Expenses, Donnelley Financial shall obtain the written consent of RRD to the incurrence of such Donnelley Financial Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditions; provided further that if such Donnelley Financial Additional Expense is recurring in nature, if RRD consents to such Donnelley Financial Additional Expense, the applicable Donnelley Financial Service Schedule shall be deemed amended accordingly. All Donnelley Financial Additional Expenses shall be invoiced by Donnelley Financial to RRD in accordance with the provisions of (b) hereof.
Appears in 1 contract
Sources: Legal Representation Agreement
Additional Expenses. Buyer understands that, in addition to the Total Purchase Price for the Dwelling Unit, Buyer must pay certain additional expenses, fees and costs when title is delivered to Buyer at closing. These include:
a. “Development Reimbursement” in the amount of one and three quarters percent (a1.75%) It is understood and agreed of the Total Purchase Price, including any charges for option or extras now or hereafter contracted for which are not included in the Total Purchase Price.
b. To the extent that the RRD Services Fee transaction is governed by RESPA and ▇▇▇▇▇ has elected, in the manner provided in the last paragraph of Section 12, to obtain a title insurance commitment and policy from its own sources, all premiums for the title insurance commitment and title insurance policy, and any other costs associated therewith.
c. Initial capital contribution in an amount equal to two (2) months assessments/charges for the Dwelling Unit (“Capital Contribution”) due to Homeowners’ Association, as determined at the time of closing, which contributions are payable directly to the Association to provide it with initial capital. These charges will not be regarded as prepayments of such assessments/charges, or otherwise credited against such regular assessments/ charges, but may be used by the Association to cover any deficits in accordance the budgets or other expenses of such entity.
d. Surtax, if any, due in connection with the transfer of the Dwelling Unit or any limited common areas appurtenant thereto.
e. Loan fees, closing costs, escrows, appraisal fees, credit report fees, lender’s title insurance premiums, title- related charges and endorsement charges, prepayments and all other expenses charged by any lender giving Buyer a mortgage, if applicable. Additionally, if ▇▇▇▇▇ obtains a loan and elects to have Seller’s closing agent act as “loan closing agent” as well, ▇▇▇▇▇ agrees to pay such closing agent a fee of $850.00, plus reimbursement of applicable costs, for the agent’s title examination, title searching and closing services related to acting as “loan closing agent,” plus any sums necessary for reimbursement of actual costs incurred and any premiums required (at promulgated rate) for any title endorsements. The amount of all lender charges is now unknown. Notwithstanding the reference to loan costs or assistance or cooperation by Seller or Seller’s closing agent, ▇▇▇▇▇ understands and agrees that the closing is NOT contingent upon Buyer obtaining a loan and Buyer is obligated to close whether or not Buyer can obtain financing.
f. A reimbursement to Seller for any utility, cable, satellite or interactive communication deposits or hookup fees which Seller may have advanced prior to closing for the Dwelling Unit, other than any such charges which are the responsibility of the Association. The amounts of these charges is now unknown.
g. Any charge for any options or upgrades of standard items included, or to be included, in and/or with the Dwelling Unit as agreed to in writing by both ▇▇▇▇▇ and Seller, if not previously paid.
h. Reimbursement to Seller, and/or Seller’s closing agents, for charges incurred in connection with coordinating closing with Buyer and/or Buyer’s lender, including, without limitation, charges for messenger expenses, long distance telephone calls, photocopying expenses, telecopying charges, electronic storage of documents, and others. The amount of these charges is now unknown.
i. Reimbursement to Seller for ▇▇▇▇▇’s prorated portion of any interim service fee charged by the applicable state or county jurisdiction.
j. Reimbursement to Seller for up to $250 of fees charged by Escrow Agent in connection with its services under the Escrow Agreement, and the Reservation Escrow Agreement, if any.
k. Any "move-in" fee that may be adopted by the Association to help it offset certain added expenses incurred in coordinating the various move-ins by residents.
l. The late funding charges specified in Sections 2, 3 and 11, and elsewhere in this Agreement. The amount of any such charges is now unknown. ▇▇▇▇▇▇ agrees to pay the following costs at closing:
(i) The cost of officially recording the deed in the Public Records of the County.
(ii) The documentary stamp tax obligations due in connection with the conveyance of the Dwelling Unit.
(iii) The premium on the owner’s title insurance policy (except as provided in that last paragraph of Section 4.1(a) hereof includes 12). Notwithstanding the foregoing, in the event of increases in either the recording fees imposed by the County, or the documentary stamp tax rates, subsequent to the effective date of this Agreement, or in the event of the imposition of any surcharge or any new governmental tax or charge on deeds or conveyances, ▇▇▇▇▇ agrees to pay all anticipatedsuch increases, reasonable surcharges or new taxes or charges, in addition to the Development Reimbursement. ▇▇▇▇▇ understands and necessary agrees that the “Development Reimbursement” shall be retained by Seller to reimburse Seller for certain of its construction and development expenses, including, without limitation, certain of Seller’s administration expenses and Seller’s attorneys’ fees in connection with development of the Properties. Accordingly, ▇▇▇▇▇ understands and agrees that the Development Reimbursement is not for payment of closing costs or settlement services, but rather represents additional funds to Seller which are intended to reimburse Seller for various out-of-pocket and internal costs and certain expenses (including postage and other delivery costs, telephone and similar expenses) to be incurred by RRD in connection associated with the provision development of the RRD Services Properties. Current expenses of the Dwelling Unit (for example, taxes and governmental assessments) and current monthly assessments of the Association will be prorated between Buyer and Seller as of the date of closing. Additionally, at closing, Buyer shall prepay the next month's maintenance assessments to Donnelley Financial the Association. If taxes for the year of closing are assessed on the Properties as a whole, Buyer shall pay Seller, at closing, the Dwelling Unit’s allocable share of those taxes (as estimated by Seller and subject to reproration as provided below) from the date of closing through the end of the applicable calendar year of closing. If taxes for the year of closing are assessed on a dwelling-by-dwelling basis, Buyer and Seller shall prorate taxes as of the closing date based upon the actual tax bill, if available, or to an estimate by Seller, if not available. After the closing, ▇▇▇▇▇ shall be responsible for paying the full amount of the tax bill and Seller shall reimburse Buyer for ▇▇▇▇▇▇'s prorated share of those taxes, unless such taxes have been paid by Seller, in which case ▇▇▇▇▇ shall reimburse Seller for ▇▇▇▇▇’s prorated share of such taxes at closing. ▇▇▇▇▇ agrees that ▇▇▇▇▇▇’s prorated share of the taxes due as of closing need not be paid by RRD to Buyer, however, until the actual tax bill is presented to Seller. Any proration based on behalf an estimate of Donnelley Financial pursuant the current year’s taxes shall be subject to reproration upon request of either party provided, however, that (i) the terms actual amount of this Agreementtaxes is at least 10% higher or lower than the estimate used for prorations, and (ii) any request for reproration is made within ninety (90) days following the issuance of the actual tax bill for the Dwelling Unit (it being assumed, for purposes hereof, that tax bills are issued on November 1 of each tax year). The Parties agree that Donnelley Financial No request for proration of amounts less than the threshold set forth above or made beyond the ninety (90) day period shall be valid or enforceable. In addition, ▇▇▇▇▇ shall pay, or reimburse RRD Seller if then paid, for any additional reasonable interim proprietary and/or general service fees imposed by any governmental authority having jurisdiction over the Dwelling Unit. Seller shall have the right to litigate ad valorem tax matters, impact charges, service fees and necessary out-of-pocket costs and expenses not included in interim and/or special assessments concerning the Applicable RRD Service Fee that are incurred by RRD in connection with the provision of RRD Services to Donnelley Financial or paid by RRD on behalf of Donnelley Financial pursuant to the terms of this Agreement (the “RRD Additional Expenses”), provided that prior to incurring any such RRD Additional Expenses, RRD shall obtain the written consent of Donnelley Financial to the incurrence of such RRD Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditioned; provided further that if the Parties agree such RRD Additional Expense is recurring in nature, if Donnelley Financial consents to such RRD Additional ExpenseDwelling Unit, the Applicable RRD Service Schedule shall be deemed amended accordingly; and if the Parties do not agree such RRD Additional Expense is recurring in nature, it shall be treated as a one-time expense and the Applicable RRD Service Schedule shall not be amended. All RRD Additional Expenses shall be invoiced by RRD to Donnelley Financial in accordance with the provisions of Section 4.3 hereof.
(b) It is understood and agreed that the Donnelley Financial Services Fee payable in accordance with Section 4.1(b) hereof includes all anticipated, reasonable and necessary out-of-pocket costs and expenses (including postage and Common Areas or any other delivery costs, telephone and similar expenses) to be incurred by Donnelley Financial in connection with the provision portion of the Donnelley Financial Services Properties for prior years and/or the year of closing, and to RRD collect and retain any refunds or paid by Donnelley Financial on behalf of RRD pursuant to the terms of this Agreement. The Parties agree that RRD shall reimburse Donnelley Financial other adjustments for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable Donnelley Financial Service Fee that are incurred by Donnelley Financial in connection with the provision of Donnelley Financial Services to RRD or paid by Donnelley Financial on behalf of RRD pursuant to the terms of this Agreement (the “Donnelley Financial Additional Expenses”), provided that prior to incurring any such Donnelley Financial Additional Expenses, Donnelley Financial shall obtain the written consent of RRD to the incurrence of such Donnelley Financial Additional Expenses, with such consent not to be unreasonably withheld, delayed or conditions; provided further that if such Donnelley Financial Additional Expense is recurring in nature, if RRD consents to such Donnelley Financial Additional Expense, the applicable Donnelley Financial Service Schedule shall be deemed amended accordingly. All Donnelley Financial Additional Expenses shall be invoiced by Donnelley Financial to RRD in accordance with the provisions of (b) hereofperiods.
Appears in 1 contract
Sources: Sales Contract
Additional Expenses. (a) It is understood and agreed that In addition to the RRD Services Fee fees payable in accordance with Section 4.1(a) hereof includes ), MSG shall reimburse Cablevision for all anticipated, reasonable and necessary out-of-pocket costs and expenses (including without limitation postage and other delivery costs, telephone telephone, telecopy and similar expenses) to be incurred by RRD Cablevision with respect to Third Parties in connection with the provision of the RRD Cablevision Services to Donnelley Financial or to be paid by RRD on behalf of Donnelley Financial pursuant to the terms of this Agreement. The Parties agree that Donnelley Financial shall reimburse RRD for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable RRD Service Fee that are incurred by RRD in connection with the provision of RRD Services to Donnelley Financial or paid by RRD on behalf of Donnelley Financial MSG pursuant to the terms of this Agreement (the “RRD Additional Expenses”), or paid by Cablevision on behalf of MSG; provided that if Cablevision expects to incur in respect of a Third Party in any month costs and expenses in excess of a threshold amount to be agreed by the parties, Cablevision shall use best reasonable efforts to provide to MSG prior to incurring any such RRD Additional Expenses, RRD shall obtain the written consent of Donnelley Financial to the incurrence first day of such RRD Additional Expenses, with such consent not month a written notice setting forth Cablevision’s reasonable estimate of the expenses it expects to be unreasonably withheld, delayed or conditioned; provided further that if the Parties agree such RRD Additional Expense is recurring in nature, if Donnelley Financial consents to such RRD Additional Expense, the Applicable RRD Service Schedule shall be deemed amended accordingly; and if the Parties do not agree such RRD Additional Expense is recurring in nature, it shall be treated as a one-time expense and the Applicable RRD Service Schedule shall not be amended. All RRD Additional Expenses shall be invoiced by RRD to Donnelley Financial in accordance with the provisions of Section 4.3 hereofincur.
(b) It is understood and agreed that In addition to the Donnelley Financial Services Fee fees payable for expenses in accordance with Section 4.1(b) hereof includes ), Cablevision shall reimburse MSG for all anticipated, reasonable and necessary out-of-pocket costs and expenses (including without limitation postage and other delivery costs, telephone telephone, telecopy and similar expenses) to be incurred by Donnelley Financial MSG with respect to Third Parties in connection with the provision of the Donnelley Financial MSG Services to RRD or paid by Donnelley Financial on behalf of RRD pursuant to the terms of this Agreement. The Parties agree that RRD shall reimburse Donnelley Financial for any additional reasonable and necessary out-of-pocket costs and expenses not included in the Applicable Donnelley Financial Service Fee that are incurred by Donnelley Financial in connection with the provision of Donnelley Financial Services to RRD or paid by Donnelley Financial on behalf of RRD Cablevision pursuant to the terms of this Agreement (the “Donnelley Financial Additional Expenses”), or paid by MSG on behalf of Cablevision; provided that if MSG expects to incur in respect of a Third Party in any month costs and expenses in excess of a threshold amount to be agreed by the parties, MSG shall use best reasonable efforts to provide to Cablevision prior to incurring any such Donnelley Financial Additional Expenses, Donnelley Financial shall obtain the written consent of RRD to the incurrence first day of such Donnelley Financial Additional Expenses, with such consent not a month written notice setting forth MSG’s reasonable estimate of the expenses it expects to be unreasonably withheld, delayed or conditions; provided further that if such Donnelley Financial Additional Expense is recurring in nature, if RRD consents to such Donnelley Financial Additional Expense, the applicable Donnelley Financial Service Schedule shall be deemed amended accordingly. All Donnelley Financial Additional Expenses shall be invoiced by Donnelley Financial to RRD in accordance with the provisions of (b) hereof.incur
Appears in 1 contract
Sources: Transition Services Agreement (Madison Square Garden, Inc.)