CERTAIN EXPENSES RELATING TO THE DISTRIBUTION Sample Clauses

CERTAIN EXPENSES RELATING TO THE DISTRIBUTION. ICN shall liable for all costs, fees and expenses relating to the Distribution; provided that Ribapharm shall be responsible for the payment of (a) the costs, fees and expenses of all of Ribapharm's financial, legal, accounting and other advisors incurred in connection with the Distribution if such financial, legal, accounting and other advisors are not concurrently engaged by ICN and (b) any internal fees, costs and expenses incurred by Ribapharm or any Ribapharm Affiliate in connection with the Distribution.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
CERTAIN EXPENSES RELATING TO THE DISTRIBUTION. GM shall generally be responsible for the payment of all costs, fees and expenses relating to the Distribution; provided that Delphi shall be responsible for the payment of (a) the costs, fees and expenses of all of Delphi's financial, legal, accounting and other advisors incurred in connection with the Distribution and (b) any internal fees, costs and expenses incurred by Delphi or any Delphi Affiliate in connection with the Distribution.
Sample 1Sample 2
CERTAIN EXPENSES RELATING TO THE DISTRIBUTION. Barnes & Noble shall generally be responsible for the payment of all xxxxx, fees and expenses relating to the Distribution; provided that GameStop shall be responsible for the payment of (a) the costs, fees and expenses of all of GameStop's financial, legal, accounting and other advisors incurred in connection with the Distribution and (b) any internal fees, costs and expenses incurred by GameStop or any GameStop Affiliate in connection with the Distribution.
Sample 1
CERTAIN EXPENSES RELATING TO THE DISTRIBUTION. TSAI shall be responsible for the payment of all costs, fees and expenses relating to the Distribution including, but not limited to, the payment of (a) the costs, fees and expenses of all of Insession's financial, legal, accounting and other advisors incurred in connection with the Distribution and (b) any out-of-pocket fees, costs and expenses incurred by Insession in connection with the Distribution.
Sample 1
CERTAIN EXPENSES RELATING TO THE DISTRIBUTION. Cabot shall liable for all costs, fees and expenses relating to the Distribution; provided that CMC shall be responsible for the payment of (a) the costs, fees and expenses of all of CMC's financial, legal, accounting and other advisors incurred in connection with the Distribution and (b) any internal fees, costs and expenses incurred by CMC or any CMC Affiliate in connection with the Distribution.
Sample 1
CERTAIN EXPENSES RELATING TO THE DISTRIBUTION. Continental shall be responsible for the payment of all costs, fees and expenses relating to the Distribution; provided that Holdings shall be responsible for the payment of (a) the costs, fees and expenses of all of Holdings' financial, legal, accounting and other advisors incurred in connection with the Distribution and (b) any internal fees, costs and expenses incurred by Holdings or any Holdings Affiliate in connection with the Distribution.
Sample 1
CERTAIN EXPENSES RELATING TO THE DISTRIBUTION. M&I shall pay all out-of-pocket expenses relating to the Distribution, including (i) the fees and expenses of the underwriter or dealer-manager, (ii) the fees and expenses of M&I's attorneys, accountants and other advisors, (iii) the preparation, printing, filing (including under federal and state securities laws), mailing and publishing of the disclosure materials relating to the Metavante Stock, (iv) the preparation, printing and delivery of any certificates or documents entered into in connection with the Distribution, (v) the fees and expenses incurred in connection with the listing of the Metavante Stock with Nasdaq, any other national securities exchange or any national over the counter quotation system, if applicable and (vi) any other fees incurred in connection with the Distribution.
Sample 1
AutoNDA by SimpleDocs
CERTAIN EXPENSES RELATING TO THE DISTRIBUTION. GLC shall generally be responsible for the payment of all costs, fees and expenses relating to the Distribution; provided that OSCA shall be responsible for the payment of (a) the costs, fees and expenses of all of OSCA's financial, legal, accounting and other advisors incurred in connection with the Distribution and (b) any internal fees, costs and expenses incurred by OSCA or any OSCA Affiliate in connection with the Distribution.
Sample 1
CERTAIN EXPENSES RELATING TO THE DISTRIBUTION. Deluxe shall pay all out-of-pocket expenses relating to the Distribution, including (i) the fees and expenses of the underwriter or dealer-manager, (ii) the fees and expenses of eFunds and Deluxe's attorneys, accountants and other advisors, (iii) the preparation, printing, filing (including under federal and state securities laws), mailing and publishing of the offering materials relating to the eFunds Stock, (iv) the preparation, printing and delivery of any certificates or documents entered into in connection with the Distribution, (v) the fees and Stock, (v) the fees and expenses incurred in connection with the listing of the eFunds Stock with the NYSE or Nasdaq, any other national securities exchange or any national over the counter quotation system, if applicable and (vi) any other fees incurred in connection with the Distribution.
Sample 1

Related to CERTAIN EXPENSES RELATING TO THE DISTRIBUTION

  • Certain Rules Relating to the Payment of Additional Amounts (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.

  • Certain Matters Relating to the Determination of LIBOR LIBOR shall be calculated by the Securities Administrator in accordance with the definition of LIBOR. Until all of the LIBOR Certificates are paid in full, the Securities Administrator will at all times retain at least four Reference Banks for the purpose of determining LIBOR with respect to each LIBOR Determination Date. The Securities Administrator initially shall designate the Reference Banks (after consultation with the Depositor). Each “Reference Bank” shall be a leading bank engaged in transactions in Eurodollar deposits in the international Eurocurrency market, shall not control, be controlled by, or be under common control with, the Securities Administrator and shall have an established place of business in London. If any such Reference Bank should be unwilling or unable to act as such or if the Securities Administrator should terminate its appointment as Reference Bank, the Securities Administrator shall promptly appoint or cause to be appointed another Reference Bank (after consultation with the Depositor). The Securities Administrator shall have no liability or responsibility to any Person for (i) the selection of any Reference Bank for purposes of determining LIBOR or (ii) any inability to retain at least four Reference Banks which is caused by circumstances beyond its reasonable control. The Interest Rate for each Class of LIBOR Certificates for each Interest Accrual Period shall be determined by the Securities Administrator on each LIBOR Determination Date so long as the LIBOR Certificates are outstanding on the basis of LIBOR and the respective formulae appearing in footnotes corresponding to the LIBOR Certificates in the table relating to the Certificates in the Preliminary Statement. The Securities Administrator shall not have any liability or responsibility to any Person for its inability, following a good-faith reasonable effort, to obtain quotations from the Reference Banks or to determine the arithmetic mean referred to in the definition of LIBOR, all as provided for in this Section 4.04 and the definition of LIBOR. The establishment of LIBOR and each Interest Rate for the LIBOR Certificates by the Securities Administrator shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of a Certificate and the Trustee.

  • General Expenses Related to the Offering The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

  • Certain Matters Relating to Receivables 15 6.2 Communications with Obligors; Grantors Remain Liable..... 15 6.3

  • Special Provisions Relating to the Holders of Incentive Distribution Rights Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (a) shall (i) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Articles III and VII and (ii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, (ii) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), 6.4(b)(iii), (iv) and (v), and 12.4 or (iii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI.

  • Special Rules Relating to the Preparation of Tax Returns All Tax Returns that include any members of the Newco Group or Vornado Group shall be prepared in a manner that is consistent with the Tax Opinion Representation Letter and the Tax Opinion. Except as otherwise set forth in this Agreement, all Tax Returns for which Vornado is responsible under Section 3.1(a) shall be prepared (x) in accordance with elections, Tax accounting methods and other practices used with respect to such Tax Returns filed prior to the Distribution Date (unless such past practices are not permissible under applicable law), or (y) to the extent any items are not covered by past practices (or in the event such past practices are not permissible under applicable Tax Law), in accordance with reasonable practices selected by Vornado, provided such practices would not adversely affect the qualification of Newco as a REIT for any Post-Distribution Period.

  • Other Matters Relating to the Servicer Section 8.01. Liability of the Servicer........................... 71 Section 8.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer........................ 71 Section 8.03. Limitation on Liability of the Servicer and Others.. 71 Section 8.04. Servicer Indemnification of the Trust and the Trustee.. 72 Section 8.05. The Servicer Not To Resign.......................... 72 Section 8.06. Access to Certain Documentation and Information Regarding the Receivables........................... 73 Section 8.07.

  • Communications Relating to Fund Investments Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of domestic investments and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian in connection with the domestic investments being held for the Fund pursuant to this Agreement. With respect to tender or exchange offers, the Custodian shall transmit to the Fund all written information received by the Custodian, any agent appointed pursuant to Section 2.8 hereof, or any sub-custodian appointed pursuant to Section 1 hereof, from issuers of the domestic investments whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least two (2) New York Stock Exchange business days prior to the time such action must be taken under the terms of the tender, exchange offer or other similar transaction, and it will be the responsibility of the Custodian to timely transmit to the appropriate person(s) such notice. Where the Fund provides the Custodian with less than two (2) New York Stock Exchange business days notice of its desired action, the Custodian shall use its best efforts to timely transmit the Fund’s notice to the appropriate person. It is expressly noted that the parties may agree to alternative procedures with respect to such two (2) New York Stock Exchange business days notice period on a selective and individual basis.

  • Conditions to the Distribution (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:

  • REPRESENTATIONS RELATING TO RECEIVABLES Borrower represents and warrants to Silicon as follows: Each Receivable with respect to which Loans are requested by Borrower shall, on the date each Loan is requested and made, (i) represent an undisputed bona fide existing unconditional obligation of the Account Debtor created by the sale, delivery, and acceptance of goods or the rendition of services in the ordinary course of Borrower's business, and (ii) meet the Minimum Eligibility Requirements set forth in Section 8 below.

Time is Money Join Law Insider Premium to draft better contracts faster.