Company’s Costs Sample Clauses
Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all out-of-pocket costs and expenses of its operations and its transactions, including, but not limited to, expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s shares; administration fees payable under the administration agreement (the “Administration Agreement”), by and between the Company and LS Administration LLC, a Delaware limited liability company (the “Administrator”); the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it, including the allocated costs of providing services to portfolio companies’ employees (including cost incurred by service providers); transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expenses; federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government fi...
Company’s Costs. Company shall assume all its internal costs to transmit, access and receive Data electronically including, but not limited to, the costs of computers, terminals, connections, modems, and browsers that have the capability to use HIPAA-mandated code-set Standard Transactions, and the costs of providing sufficient security measures to safeguard receipt and transmission of PHI in accordance with 42 USC § 1320d-2(d), 45 CFR § 164.530(c), and the implementing regulations issued by HHS to preserve the integrity and confidentiality of, and to prevent non-permitted use or violations of disclosure of PHI. Company acknowledges that any changes made to Data may impact any reimbursement it receives.
Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment transactions, including costs and expenses relating to:
(i) the making of investments, including third party fees and expenses with respect to or associated with identifying, negotiating, evaluating, including due diligence, and investing in, portfolio companies and securities;
(ii) monitoring investments, including expenses and fees payable to third parties with respect to performance, operational and legal review and compliance and investment oversight and reporting;
(iii) direct costs associated with managerial assistance provided or otherwise made available to the Company’s portfolio companies;
(iv) valuing investments, including expenses and fees payable to third parties with respect to the valuation of the Company’s investments;
(v) liquidating investments, including expenses and fees payable to third parties in connection with identifying and evaluating purchasers, and negotiating and finalizing terms of liquidation; and
(vi) portfolio expenses, including expenses and fees associated with the holding of or investment in the portfolio company or security.
Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, will bear all costs and expenses of its investment operations and its investment transactions, including fees, costs and expenses relating to: the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be treated as a BDC; the costs associated with any offerings of the Company’s securities; costs of obtaining ratings on the Company’s investments; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties in performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; the Base Management Fee (as defined below) and any incentive fees payable under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement, by and between the Company and State Street Bank and Trust Company (the “Administrator”), dated as of the date hereof (as may be amended from time to time in accordance with its terms, the “Administration Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements, including structuring expenses, legal costs and rating agency fees; reimbursement of expenses under the administrative support agreement, by and among the Company, First Eagle Investment Management, LLC and First Eagle Private Credit, LLC, for providing certain additional administrative, accounting, operations, compliance and other services, including providing managerial assistance to those portfolio companies that request it(for clarity, other than investment personnel costs as covered in Section 2(a) above); amounts payable to third parties relating to, or associated with, making or holding investments, including placement fees, structuring expenses and legal costs; cost and expenses relating to any special purpose vehicles held by the Company; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; U.S. federal...
Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and 2(c), the Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment transactions, including, without limitation, costs and expenses relating to:
(i) the making of investments, including third party fees and expenses with respect to or associated with identifying, referral, evaluating, performing due diligence, legal consultation, review and documentation, tax consulting, and investing in, portfolio companies and securities;
(ii) monitoring investments, including expenses and fees payable to third parties with respect to performance, financial review, accounting review, tax review, operational and legal review and compliance and investment oversight and reporting;
(iii) direct costs associated with managerial assistance provided or otherwise made available to the Company’s portfolio companies;
(iv) valuing investments, including expenses and fees payable to third parties with respect to the consultation and valuation of the Company’s investments;
(v) liquidating investments, including expenses and fees payable to third parties in connection with identifying and evaluating purchasers, negotiating and finalizing terms of liquidation;
(vi) portfolio expenses, including expenses and fees associated with the holding of or investment in the portfolio company or security; and
(vii) Financing fees and related expenses including expenses and fees payable to third parties in connection with arranging financing and legal review, documentation, compliance and amendments.
Company’s Costs. Company shall assume all its internal costs to transmit, access and receive Data electronically including, but not limited to, the costs of computers, terminals, connections, modems, and browsers, and the costs of providing sufficient security measures to safeguard receipt and transmission of PHI in accordance with 42 USC § 1320d-2(d), 45 CFR § 164.530(c), and the implementing regulations issued by HHS to preserve the integrity and confidentiality of, and to prevent non-permitted use or violations of disclosure of PHI.
Company’s Costs. The Company shall pay all fees, charges, expenses and disbursements relating to the Private Placement, as incurred, including, without limitation, all fees, charges, expenses and disbursements in connection with (a) the preparation, printing, filing, distribution and mailing of the Memorandum and any supplement and amendment thereto and all other documents relating to the Private Placement and the purchase, sale and delivery of the Units, including the cost of all copies thereof and the cost of counsel to the Placement Agent in the amount of $35,000 payable $15,000 upon the signing of this Agreement and $20,000 upon the initial closing of the Private Placement; (b) the issuance, sale, transfer and delivery of the Units, including any transfer or other taxes payable thereon; (c) the registration or qualification of the Units for offer and sale under the securities laws of such states and other jurisdictions as ▇▇▇▇▇▇▇ may designate (including, without limitation, all filing and registration fees and the reasonable "blue sky" fees and disbursements of ▇▇▇▇▇▇▇'▇ counsel); and (d) printing, mailing, travel and lodging expenses and other out-of-pocket expenses incurred by ▇▇▇▇▇▇▇ in connection with this Private Placement not to exceed $35,000, in the aggregate, with respect to expenses under this subsection (d) in addition to the $35,000 Expense Allowance specified below.
Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment transactions, including costs and expenses relating to:
(i) initial organization costs incurred prior to the commencement of the Company’s operations;
(ii) operating costs incurred prior to the commencement of the Company’s operations;
(iii) costs of calculating the Company’s net asset value, including the cost and expenses of any independent valuation firm;
(iv) distribution and shareholder servicing fees payable to the Company’s dealer manager and financial intermediaries;
(v) fees and expenses payable to third parties, including consultants or other advisors, relating to making investments, including the Adviser’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;
(vi) the Company’s allocable share of costs associated with technology-related expenses, including any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors or affiliates of the Adviser that is used for the Company, technology service providers and related software/hardware utilized in connection with the Company’s investment and operational activities;
(vii) interest expense and other costs associated with the Company’s indebtedness;
(viii) transfer agent and custodial fees;
(ix) out-of-pocket fees and expenses associated with marketing efforts;
(x) federal and state registration fees and any stock exchange listing fees;
(xi) U.S. federal, state and local taxes;
(xii) the fees and expenses of each member of the Board of Directors who is not an “interested person” the Company and the Adviser (such members of the Board of Directors are collectively referred to herein as the “Independent Directors”);
(xiii) brokerage commissions and markups;
(xiv) fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;
(xv) direct costs, such as printing, mailing, long distance telephone and staff;
(xvi) fees and expenses associated with independent audits and outside legal costs;
(xvii) costs associated with the Company’s reporting and compliance obligations under the Exchange Act, the 1940 Act and other applicable U.S. federal and state secur...
Company’s Costs. The Company shall be liable for the costs and expenses of its own legal and other professional advisers, the cost of printing and distributing the Announcement and Prospectus Documents and all other out-of-pocket expenses incurred in connection with the Rights Issue.
Company’s Costs