Expenses, Fees, etc. (a) All fees and expenses, including legal and accounting expenses, portfolio transfer taxes (if any) or other similar expenses incurred in connection with the consummation by Acquired Fund and Acquiring Fund of the transactions contemplated by this Agreement (together with the costs specified in (i) below, "Expenses") will be allocated ratably between Acquiring Fund and Acquired Fund in proportion to their net assets as of the Valuation Time, except that (i) the costs of proxy materials and proxy solicitation will be borne by Acquired Fund, and (ii) the costs of liquidating such of Acquired Fund's portfolio securities as Acquiring Fund shall indicate it does not wish to acquire prior to the Exchange Date shall be borne by Acquired Fund; provided however, that the Expenses to be borne by the Acquiring Fund will not exceed $77,550, the Expenses to be borne by the Acquired Fund will not exceed $444,910, and the remainder of any such Expenses will be borne by Xxxxxx Investment Management, LLC; and provided further that such Expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by the other party of such Expenses would result in the disqualification of Acquiring Fund or Acquired Fund, as the case may be, as a "regulated investment company" within the meaning of Section 851 of the Code.
Expenses, Fees, etc. <![if !supportLists]>(a) <![endif]>All fees and expenses, including legal and accounting expenses, portfolio transfer taxes (if any) or other similar expenses incurred in connection with the consummation by Acquired Fund and Acquiring Fund of the transactions contemplated by this Agreement will be borne by Massachusetts Mutual Life Insurance Company. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another party of such expenses would result in the disqualification of Acquiring Fund or Acquired Fund, as the case may be, as a “regulated investment company” within the meaning of Section 851 of the Code. <![if !supportLists]>(b) <![endif]>Reserved. <![if !supportLists]>(c) <![endif]>Reserved. <![if !supportLists]>(d) <![endif]>Reserved. <![if !supportLists]>(e) <![endif]>Notwithstanding any other provisions of this Agreement, if for any reason the transactions contemplated by this Agreement are not consummated, no party shall be liable to the other party for any damages resulting therefrom, including without limitation consequential damages, except as specifically set forth above.
Expenses, Fees, etc. (a) Subject to subsections 5(b) through 5(e), ------------------- all fees and expenses, including accounting expenses, portfolio transfer taxes (if any) or other similar expenses incurred directly in connection with the consummation by Fifth Third and Maxfund Trust of the transactions contemplated by this Agreement will be borne by Fifth Third Bank, including the costs of proxy materials, proxy solicitation, and legal expenses; provided, however, that -------- ------- such expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by the other party of such expenses would result in the disqualification of Fifth Third Microcap Value or Maxus Aggressive Value, as the case may be, as a "regulated investment company" within the meaning of Section 851 of the Code. Fees and expenses not incurred directly in connection with the consummation of the Transaction will be borne by the party incurring such fees and expenses.
Expenses, Fees, etc. (a) Subject to the further provisions of this Section 5, TOC shall be responsible for the fees and expenses of the Reorganization. The Acquiring Series will be responsible for its organization costs. CTEMT will be responsible for proxy solicitation and other costs associated with its annual meeting (or special meeting in lieu thereof) to the extent such costs are comparable to those incurred for annual meetings in recent prior years. TOC has undertaken to absorb all other costs of the Reorganization.
Expenses, Fees, etc a. Except as otherwise provided in this Section 5, IXIS Asset Management Advisors, L.P., by countersigning this Agreement, agrees that it will bear any and all costs and expenses of the transaction incurred by the Acquiring Fund and the Acquired Fund; provided, however, that the Acquiring Fund and the Acquired Fund will each pay any brokerage commissions, dealer xxxx-ups and similar expenses ("Portfolio Expenses") that it may incur in connection with the purchases or sale of portfolio securities; and provided further that, the Acquiring Fund will pay all governmental fees required in connection with the registration or qualification of the Merger Shares under applicable state and federal laws.
Expenses, Fees, etc a. Except as otherwise provided in this Section 5, IXIS Anchor Acquisition, LLC (to be renamed Gateway Investment Advisers, LLC as of 4:01 p.m. on February 15, 2008), by countersigning this Agreement, agrees that it will bear any and all costs and expenses of the transaction incurred by the Acquiring Fund and the Acquired Fund including the costs and expenses of the dissolution of the Acquired Fund, including without limitation the costs and expenses of any state or federal filings to terminate the existence of the Existing Trust and deregister the Existing Trust as an investment company; provided, however, that the Acquiring Fund and the Acquired Fund will each pay any brokerage commissions, dealer xxxx-ups and similar expenses ("Portfolio Expenses") that it may incur in connection with the purchases or sale of portfolio securities; and provided further that, IXIS Anchor Acquisition, LLC or its affiliates will pay or reimburse the Acquiring Fund for all governmental fees required in connection with the registration or qualification of the Merger Shares issued in connection with the reorganization described in this Agreement. b. In the event the transactions contemplated by this Agreement are not consummated, then IXIS Anchor Acquisition, LLC agrees that it shall bear all of the costs and expenses (other than Portfolio Expenses) incurred by both the Acquiring Fund and the Acquired Fund in connection with such transactions. c. Notwithstanding any other provisions of this Agreement, if for any reason the transactions contemplated by this Agreement are not consummated, neither the Acquiring Fund nor the Acquired Fund shall be liable to the other for any damages resulting therefrom, including, without limitation, consequential damages, except as specifically set forth above. d. Notwithstanding any of the foregoing, costs and expenses will in any event be paid by the party directly incurring them if and to the extent that the payment by another party of such costs and expenses would result in the disqualification of such party as a "regulated investment company" within the meaning of Subchapter M of the Code. 6. Exchange Date. Delivery of the assets of the Acquired Fund to be transferred, assumption of the liabilities of the Acquired Fund to be assumed, and delivery of the Merger Shares to be issued shall be made at the offices of Natixis Asset Management Advisors, L.P., 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000, as of the close of business on February 15, 2008, or...
Expenses, Fees, etc a. Except as otherwise provided in this Section 5, CDC IXIS Asset Management North America, L.P. ("CDC"), by countersigning this Agreement, agrees that it will bear any and all costs and expenses of the transaction incurred by the Acquiring Fund and the Acquired Fund; PROVIDED, HOWEVER, that the Acquiring Fund and the Acquired Fund will each pay any brokerage commissions, dealer mark-ups and similar expenses that it may incur in connectiox xxth the purchases or sale of portfolio securities; and provided further that the Acquiring Fund will pay all governmental fees required in connection with the registration or qualification of the Merger Shares under applicable state and federal laws. Notwithstanding any of the foregoing, costs and expenses will in any event be paid by the party directly incurring them if and to the extent that the payment by another party of such costs and expenses would result in the disqualification of such party as a "regulated investment company" within the meaning of Section 851 of the Code.
Expenses, Fees, etc. (a) Subject to subsections 5(b) through 5(e), all fees and expenses, including accounting expenses, portfolio transfer taxes (if any) or other similar expenses incurred directly in connection with the consummation by BB&T, the BB&T Fund, Advisors, the Sterling Fund and Sterling Capital Management LLC, the investment adviser to the BB&T Fund and the Sterling Fund, of the transactions contemplated by this Agreement will be borne by Sterling Capital Management LLC, including the costs of proxy materials, proxy solicitation, and legal expenses. All such fees and expenses incurred and so borne by Sterling Capital Management LLC shall be solely and directly related to the transactions contemplated by this Agreement and shall be paid directly by Sterling Capital Management LLC to the relevant providers of services or other payees, in accordance with the principles set forth in Revenue Ruling 73-54, 1973-1 C.B. 187. Fees and expenses not incurred directly in connection with the consummation of the transactions contemplated by this Agreement will be borne by the party incurring such fees and expenses. Notwithstanding the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by the other party of such expenses would result in the disqualification of the BB&T Fund or the Sterling Fund, as the case may be, as a "regulated investment company" within the meaning of Section 851 of the Code. Sterling Fund shareholders will pay their respective expenses, if any, incurred in connection with the transactions contemplated by this Agreement. Neither the BB&T Fund nor the Sterling Fund will pay the Sterling Fund shareholders' expenses.
Expenses, Fees, etc. (a) Except as set forth below, each of Xxxxxxxxxx III and GVIT shall be responsible for its respective fees and expenses of the Reorganization. Notwithstanding the foregoing, GGI, an affiliate of the investment adviser of the Acquiring Fund, will be responsible for all of Xxxxxxxxxx III's and GVIT's fees, costs and expenses relating to the Reorganization, including, but not limited to, the N-14 Registration Statement, all of Xxxxxxxxxx III's proxy solicitation costs (including the costs of preparing, printing and mailing proxy materials, the Special Shareholders Meeting, preparing this Agreement and associated legal fees), consultants retained by the Board of Trustees of Xxxxxxxxxx III to assist the Board in evaluating the terms of the Reorganization, and any and all special meetings of the Board of Trustees of Xxxxxxxxxx III as such meetings relate to the Reorganization and the Acquired Fund, including, but not limited to, special meetings held on December 16, 2002, January 14, 2003, February 11, 2003, February 19, 2003 and March 5, 2003 (collectively, the "Reorganization Expenses"), and (ii) the cost of run-off errors and omission insurance for the Trustees and officers of Xxxxxxxxxx III (limited only to matters related to the Acquired Fund and in a form reasonably acceptable to Xxxxxxxxxx III and as described in Section 11 hereto).
Expenses, Fees, etc a. Except as otherwise provided in this Section 5, Jurika & Vxxxxx, X.X., CDC IXIS Asset Management North America, L.P. and CDC IXIS Asset Management Advisers, L.P. (together, the "PAYING ENTITIES"), by countersigning this Agreement, agree that they will bear any and all costs and expenses of the transaction incurred by the Acquiring Fund and the Acquired Fund, in such relative proportions as they may mutually determine; PROVIDED, HOWEVER, that the Acquiring Fund and the Acquired Fund will each pay any brokerage commissions, dealer mxxx-ups and similar expenses that it may incur in connection with the purchases or sale of portfolio securities; AND PROVIDED FURTHER THAT, the Acquiring Fund will pay all governmental fees required in connection with the registration or qualification of the Merger Shares under applicable state and federal laws.
