Allocation of Transaction Costs Sample Clauses

Allocation of Transaction Costs. Each Transferor Partner hereby acknowledge and agrees that a portion of the amount due to such Transferor Partner will be used to pay the fees and expenses attributable to the transaction contemplated by this Agreement, which fees and expenses are the several obligations of the Transferor Partners pursuant to the terms of this Agreement. Each Transferor Partner and the Transferor Partnership hereby agrees that the fees and expenses attributable to this transaction will be divided into two categories: (i) those fees which can be specifically allocated to the Transferor Partnership due to said fees solely benefiting it ("Direct Costs") and (ii) those fees which cannot be so allocated ("Indirect Costs"). Notwithstanding anything to the contrary contained herein, for the proposes of this Section 19.03, each of the Transferor Partners hereby agrees that: (i) QPI shall be entitled to an aggregate administrative fee of $200,000 in connection with the concurrent contribution of up to eighteen (18) properties and the management companies, as described in the PPM, by the other Transferor Partnerships and related entities (collectively, the "Related Entities"), which shall be Indirect Costs; (ii) to the extent it is determined that APC is due any fee as described in Section 14.01 hereof, up to $1,000,000 of such fee (which may be paid at Closing or held back in an escrow account by the Transferor Agent until such time as the amount of such fee, if any, is determined) shall be included as Indirect Costs, with any such fee in excess of $1,000,000 to APC being the sole responsibility of QPI; and (iii) all legal and accounting fees of counsel and advisors to the Transferor Agent and the Related Entities shall also be Indirect Costs. Each of the Transferor Partners acknowledges and agrees that (i) any and all Direct Costs shall be allocated based on the pro rata number of BRI Partnership Units allocated to each of them with respect to their interest in the Transferor Partnership and (ii) any and all Indirect Costs shall be allocated among the Transferor Partners and the Related Entities at Closing based on the pro rata number of BRI Partnership Units allocated at Closing to each of them. Each of the Transferor Partners further acknowledges and agrees that the Transferor Agent shall be authorized to determine the allocations of the transaction costs and expenses to be allocated in accordance with the provisions of this Section 19.03.
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Allocation of Transaction Costs. The Transferor Corporation hereby acknowledges and agrees that a portion of the amount due to the Transferor Corporation will be used to pay the fees and expenses attributable to the transaction contemplated by this Agreement. The Transferor Corporation hereby agrees that the fees and expenses attributable to this transaction will be divided into two categories: (i) those fees which can be specifically allocated to the Transferor Corporation due to said fees solely benefiting it ("Direct Costs") and (ii) those fees which cannot be so allocated ("Indirect Costs"). Notwithstanding anything to the contrary contained herein, for the proposes of this Section 19.03, the Transferor Corporation hereby agrees that: (i) QPI shall be entitled to an aggregate administrative fee of $200,000 in connection with the concurrent contribution of up to eighteen (18) properties and the management companies, as described in the PPM, by the other Transferor Partnerships and related entities (collectively, the "Related Entities"), which shall be
Sample 1
Allocation of Transaction Costs. Each Transferor Partner hereby acknowledge and agrees that a portion of the amount due to such Transferor Partner will be used to pay the fees and expenses attributable to the transaction contemplated by this Agreement, which fees and expenses are the several obligations of the Transferor Partners pursuant to the terms of this Agreement. Each Transferor Partner and the Transferor Partnership hereby agrees that the fees and expenses attributable to this transaction will be divided into two categories: (i) those fees which can be specifically allocated to the Transferor Partnership due to said fees solely benefiting it ("Direct Costs") and (ii) those fees which cannot be so allocated ("Indirect Costs"). Notwithstanding anything to the contrary contained herein, for the proposes of this
Sample 1
Allocation of Transaction Costs. Each Transferor Partner hereby acknowledge and agrees that a portion of the amount due to such Transferor Partner will be used to pay the fees and expenses attributable to the transaction contemplated by this Agreement, which fees and expenses are the several obligations of the Transferor Partners pursuant to the terms of this Agreement. Each Transferor Partner and the Transferor Partnership hereby agrees that the fees and expenses attributable to this transaction will be divided into two categories: (i) those fees which can be specifically allocated to the Transferor Partnership due to said fees solely benefiting it ("Direct Costs") and (ii) those fees which cannot be so allocated ("Indirect Costs"). Notwithstanding anything to the contrary contained herein, for the proposes of this Section 19.03, each of the Transferor Partners hereby agrees that: (i) QPI shall be entitled to an aggregate administrative fee of $200,000 in connection with the concurrent contribution of up to eighteen (18) properties and the management companies, as described in the PPM, by the other Transferor Partnerships and related entities (collectively, the "Related Entities"), which shall be Indirect Costs; (ii) to the extent it is determined that APC is due any fee as described in Section 14.01 hereof, up to $1,000,000 of such fee (which may be paid at Closing or held back in an escrow account by the Transferor Agent until such time as the amount of such fee, if any, is
Sample 1

Related to Allocation of Transaction Costs

  • Expenses of Transaction Whether or not the Contemplated Transactions are consummated, except as otherwise specifically provided for in this Agreement, each of the parties hereto will assume and bear all expenses, costs and fees (including legal and accounting fees and expenses) incurred by such party in connection with the preparation, negotiation and execution and performance of this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions.

  • Payment of Transfer Taxes Buyer will be responsible for any sales tax and/or transfer tax due as a result of the transfer of assets pursuant to this Agreement.

  • Payment of Transaction Expenses The Parties acknowledge the payment by the Partnership, in connection with the transactions contemplated hereby and by the Registration Statement, of estimated transaction expenses in the amount of approximately $2.3 million (exclusive of the Underwriters’ Spread and the Structuring Fee).

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

  • As Of Transactions For purposes of this Article M, the term “

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Limitation of Transactions Subordination 16 SECTION 6.1

  • Effectuation of Transfers Each of the representations and warranties of the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

  • Maintenance of Transaction Accounts (a) Repo Custodian shall establish and maintain one or more Transaction Accounts for the purpose of effecting repurchase transactions hereunder for the Funds, in each case pursuant to the Master Agreement. From time to time the Funds may cause Custodian, on behalf of the Funds, to deposit Securities and cash with Repo Custodian in the designated Transaction Account, in each case in accordance with Paragraph 3 of the Master Agreement.

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