COSTS AND EXPENSES INCURRED Sample Clauses

COSTS AND EXPENSES INCURRED. In addition to the Base Management Fee and the Incentive Management Fee, the Hotel’s allocable portion of Shared Expenses and additional Actual Costs incurred by Manager as a result of providing Shared Services to the Hotel (collectively, “Owner’s Expenses”) shall constitute costs and expenses of Owner under this Agreement and as such shall be fully reimbursable to Manager hereunder (without duplication), provided that (a) such Owner’s Expenses shall have been approved by Owner (in connection with the Annual Budget or otherwise) and actually incurred by Manager or its Affiliates, (b) any such Owner’s Expenses constituting costs and expenses for Senior Executive Personnel (excluding bonuses) and shared employees shall not exceed $137,500 in the aggregate in any calendar month, $393,750 in the aggregate in any rolling three (3) month period, or $1,500,000 in the aggregate in any rolling twelve (12) month period, and any other Owner’s Expenses shall not exceed $394,167 in the aggregate in any calendar month, $1,128,750 in the aggregate in any rolling three (3) month period, or $4,300,000 in the aggregate in any rolling twelve (12) month period and (c) any such Owner’s Expenses to be reimbursed to Manager are set forth in a Monthly Report. The Parties acknowledge that the limits set forth in clause (b) of the immediately preceding sentence are based on the costs and expenses that were treated as Shared Expenses and allocated as such to the Hotel from January 2010 through July 2011, and Manager agrees to treat as Shared Expenses the same categories of costs and expenses that were so treated, and to use the same methods of calculation and allocation of Shared Expenses that were used, during such period. Owner’s Expenses shall be reimbursed within five (5) days after the delivery to Owner of the Monthly Report detailing such Owner’s Expenses. Whenever any reimbursement due Manager under this Section or any other provision of this Agreement shall be subject to a gross receipts or similar tax under Applicable Law, Manager shall be entitled to such reimbursement, together with such tax payable thereon, so that Manager shall receive such reimbursement net of any taxes or similar charges
COSTS AND EXPENSES INCURRED. In each Relevant Deed, any determination of the level of redress to be afforded in respect of an Appendix Event which has a Material Adverse Effect is (subject to the other provisions of the Relevant Deed) to take into account reasonable costs, losses and liabilities incurred by the Other Concessionaire as a result of the relevant Appendix Event.
COSTS AND EXPENSES INCURRED. 11.1 If for any reason our/my visa gets rejected or delayed due to a reason undisclosed to us/me or beyond control, we/I will remain responsible for any costs incurred (i.e. airline tickets, travel expenses and visa costs etc.).
COSTS AND EXPENSES INCURRED. Each Party shall be responsible for its own attorneys’ fees, except as otherwise set forth in this Agreement. The City agrees to pay all costs of closing, including but not limited to any closing agent’s fees, and the costs of recording deeds. The City agrees to pay the costs and fees of closing, as additional consideration, to offset any difference between the appraised value of the Indian Ridge Property and the Regency Property.
COSTS AND EXPENSES INCURRED by a Contractor Party prior to the Effective Date of this Agreement be deemed to have been incurred on the Effective Date of this Agreement, provided such Costs and Expenses are proved by relevant documents and are proved by Coordination Committee.
COSTS AND EXPENSES INCURRED by Landlord in connection with any obligation of Landlord to indemnify any tenant (including Tenant) pursuant to its lease or otherwise or which result from Landlord’s or any other tenant’s breach of a lease and except to the extent such cost would otherwise be includable in Operating Expenses;
COSTS AND EXPENSES INCURRED by the Contractor between 1 January 2000 and the Effective Date, but not included in Annex F, shall be audited as soon as possible thereafter. Subject to approval by the Co-ordination Committee and the State Agency, such Costs and Expenses shall be deemed to be Costs and Expenses for the purposes of this Contract and shall be deemed to be incurred on the Effective Date and shall be fully recoverable from Cost Recovery Petroleum in accordance with the provisions of this Contract.
COSTS AND EXPENSES INCURRED. Each Party shall be responsible for its own attorneys’ fees, except as otherwise set forth in this Agreement. The Parties agree to equally split the costs of the closing agent’s fees required to close this transaction. MCC shall pay all recording fees.
COSTS AND EXPENSES INCURRED. All Shared Expenses and additional Actual Costs incurred by New Propco as a result of providing Shared Services shall constitute fully reimbursable Owner’s Expenses under this Agreement and shall be fully reimbursable as such by the Company to FG Manager hereunder. All compensation and reimbursement of expenses due from the Company under this Agreement during the FG Management Period shall be paid by the Company directly to FG Manager or pursuant to FG Manager’s instruction.

Related to COSTS AND EXPENSES INCURRED

  • Costs and Expenses; Indemnification Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by the Loan Parties and their Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so) from and against any and all Indemnified Liabilities; provided, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

  • Costs and Expenses; Indemnity The Pledgor will pay or reimburse the Secured Party on demand for all reasonable out-of-pocket expenses (including in each case all filing and recording fees and taxes and all reasonable fees and expenses of counsel and of any experts and agents) incurred by the Secured Party in connection with the creation, perfection, protection, satisfaction, foreclosure or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement, and all such costs and expenses shall be part of the Secured Obligations secured by the Security Interest. The Pledgor shall indemnify and hold the Secured Party and each Creditor harmless from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) growing out of or resulting from this Agreement (including enforcement of this Agreement) or the Secured Party’s actions pursuant hereto, except claims, losses or liabilities resulting from the Secured Party’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Any liability of the Pledgor to indemnify and hold the Secured Party and each Creditor harmless pursuant to the preceding sentence shall be part of the Secured Obligations secured by the Security Interest. The obligations of the Pledgor under this Section shall survive any termination of this Agreement.

  • Indemnification Costs and Expenses (a) Borrower agrees to indemnify and hold harmless Lender and each manager, partner, director, officer, employee, agent, attorney and affiliate thereof (each such person, an “Indemnified Person”) from and against any and all Indemnified Liabilities; provided, that (i) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of that Indemnified Person, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) to the extent such Indemnified Liabilities resulted solely from disputes between or among Indemnified Persons, and (ii) no Credit Party shall be liable for any settlement of any claim or proceeding effected by any Indemnified Person without the prior written consent of such Credit Party (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there shall be a final judgment against an Indemnified Person, each of the Credit Parties shall indemnify and hold harmless such Indemnified Person from and against any loss or liability by reason of such settlement or judgment in the manner set forth in this Agreement.

  • Costs and Expenses The Company agrees to pay all out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation, any financing statements, continuation statements, partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Secured Party. The Company shall also pay all other claims and charges which in the reasonable opinion of the Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest therein. The Company will also, upon demand, pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Party may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Party under the Notes. Until so paid, any fees payable hereunder shall be added to the principal amount of the Notes and shall bear interest at the Default Rate.

  • Fees and Expenses; Indemnification (a) The Grantors, jointly and severally, agree to pay upon demand the amount of any and all reasonable expenses, including the fees, disbursements and other charges of counsel and of any experts or agents, which (i) any Secured Creditor may incur in connection with (x) collecting against any Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents, (y) the exercise, enforcement or protection of any of the rights of such Secured Creditor hereunder or (z) the failure of any Grantor to perform or observe any of the provisions hereof, and (ii) the Agent may incur in connection with (x) the administration of this Agreement (including the customary fees and charges of such Secured Creditor for any audits conducted by it or on its behalf with respect to the accounts receivable or inventory) or (y) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral.

  • Legal Costs and Expenses In the event it is necessary for either party to retain the services of an attorney or attorneys to enforce the terms of this Agreement or to file or defend any action arising out of this Agreement, then the prevailing party in any such action shall be entitled, in addition to any other rights and remedies available to it at law or in equity to recover from the other party its reasonable fees for attorneys and expert witnesses, plus such court costs and expenses as may be fixed by any court of competent jurisdiction. The term "prevailing party" for the purposes of this Section shall include a defendant who has by motion, judgment, verdict or dismissal by the court, successfully defended against any claim that has been asserted against it.

  • Fees and Expenses Paid There shall have been paid to the Administrative Agent, for the accounts of the Agents and the other Lenders, as applicable, all fees due and payable on or before the Closing Date and all expenses due and payable on or before the Initial Funding Date, including, without limitation, reasonable attorneys’ fees and expenses, and other costs and expenses incurred in connection with the Loan Documents.

  • Sellers’ Costs and Expenses Except as may otherwise be provided in this Agreement, including Section 8.1, or in the Purchase Agreement, all expenses and costs incurred by the Sellers in connection with the performance of their obligations hereunder shall be the responsibility of, paid by and for the account of the Sellers.

  • Other Costs and Expenses Originator shall pay to Buyer on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder. Originator shall pay to Buyer on demand any and all costs and expenses of Buyer, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following a Termination Event.

  • Fees and Expenses; Indemnity (a) The Borrowers will promptly pay all costs of the Agent in preparing the Loan Documents and all costs and expenses of the issue of the Notes and of each Borrower's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with and the reasonable fees and expenses and disbursements of counsel to the Agent in connection with the preparation, execution and delivery, administration, interpretation and enforcement of this Agreement, the other Loan Documents and all other agreements, instruments and documents relating to this transaction, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the Banks and the Agent, the negotiation, preparation, execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument that is proposed but not executed and delivered) and with any claim or action threatened, made or brought against any of the Banks or the Agent arising out of or relating to any extent to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby (other than a claim or action resulting from the gross negligence, willful misconduct, or intentional violation of law by the Agent and or the Banks).