Fees and Expenses Clause Samples

Fees and Expenses. Except as contemplated by this Agreement, all costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be paid by the party incurring such expenses.

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

Fees and Expenses. 5.1. The Fund and Underwriter shall pay no fee or other compensation to the Company under this agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing and such payments will be made out of existing fees otherwise payable to the Underwriter, past profits of the Underwriter or other resources available to the Underwriter. No such payments shall be made directly by the Fund. 5.2. All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares, preparation and filing of the Fund's prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of printing a prospectus that constitutes an annual report), the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Fund's shares. 5.3. The Company shall bear the expenses of distributing the Fund's prospectus and reports to owners of Contracts issued by the Company. The Fund shall bear the costs of soliciting Fund proxies from Contract owners, including the costs of mailing proxy materials and tabulating proxy voting instructions, not to exceed the costs charged by any service provider engaged by the Fund for this purpose. The Fund and the Underwriter shall not be responsible for the costs of any proxy solicitations other than proxies sponsored by the Fund.

Fees and Expenses. Subject to Section 17 hereof, the Seller shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Seller's attorneys and the reasonable fees and expenses of the Purchaser's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the filing fee charged by the Commission for the registration of the Certificates, (iv) the fees and expenses including counsel's fees and expenses in connection with any "blue sky" and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by ▇▇▇▇▇▇▇ ▇▇▇▇▇ in connection with the sale of the Offered Certificates. The Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Each party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby.

Fees and Expenses. (a) Except as provided below, all fees and expenses incurred in connection with the Transactions shall be paid by the party incurring such fees or expenses, whether or not the Transactions are consummated, except that expenses incurred in connection with filing, printing and mailing the Proxy Statement and the Form S-4 (excluding legal and accounting fees and expenses) as well as expenses incurred in connection with the formation of Holdco, Pennsylvania Sub, Delaware Sub I and Delaware Sub II shall be shared equally by Columbia House, on the one hand, and CDnow, on the other hand. For the avoidance of doubt, fees and expenses of legal and accounting advisors to Time Warner and Sony have been incurred for the benefit of, and shall be borne by, Columbia House. (b) In the event that (1) a proposal or offer for a CDnow Takeover Transaction shall have been made known to CDnow or has been made directly to its shareholders or any person has announced an intention (whether or not conditional) to make a proposal or offer for a CDnow Takeover Transaction and thereafter this Agreement is terminated by either Time Warner and Sony, on the one hand, or CDnow, on the other hand, pursuant to Section 10.01(b)(i), 10.01(b)(iii) or 10.01(c), and within 12 months after such termination CDnow or any CDnow Subsidiary enters into any Acquisition Agreement with respect to, or approves, recommends or consummates, any CDnow Takeover Transaction, or any person consummates a tender offer or an exchange offer constituting a CDnow Takeover Transaction, (2) this Agreement is terminated by Time Warner and Sony pursuant to Section 10.01(d)(i), and within 18 months after such termination CDnow or any CDnow Subsidiary enters into any Acquisition Agreement with respect to, or approves, recommends or consummates, any CDnow Takeover Transaction, or any person consummates a tender offer or an exchange offer constituting a CDnow Takeover Transaction, or (3) this Agreement is terminated (x) by CDnow pursuant to Section 10.01(f) or (y) by Time Warner and Sony pursuant to Section 10.01(d)(ii), 10.01(d)(iii) or 10.01(d)(iv), then CDnow shall: (A) in the case of a termination described in clause (1) above, no later than the first to occur of (x) CDnow or any CDnow Subsidiary entering into any Acquisition Agreement with respect to, or approving or recommending any Control-Shifting CDnow Takeover Transaction (as defined below), (y) CDnow or any CDnow Subsidiary consummating any CDnow Takeover Transacti...

Fees and Expenses. All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees or expenses, whether or not this Agreement is consummated.

Fees and Expenses. For the Services performed as described herein and on Schedule 1 of this Agreement, the Fund shall pay the fees and expenses as mutually agreed upon by both parties.