Procedures and Expenses Sample Clauses

Procedures and Expenses. The party with the right to take action pursuant to Section 10.3.2 will have the sole right to select counsel for any Action brought by it and will pay all expenses of such Action, including attorneys’ fees and court costs. If required under applicable Legal Requirements in order for such party to initiate and/or maintain such Action, or if such party is unable to initiate or prosecute such Action solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, at such party’s request, the other party will join as a party to the Action and will execute and cause its Affiliates to execute all documents necessary for a party to initiate an Action to prosecute and maintain such Action. In addition, at a party’s request, the other party will provide reasonable assistance in connection with such Action and the reasonable out-of-pocket expenses of the party providing assistance shall be reimbursed by the party requesting such assistance.
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Procedures and Expenses. In the event that the Sponsor substitutes shares of another investment medium for shares of the Fund in accordance with the procedures set forth in applicable Plan Documents, all required notices shall be prepared and mailed by the Sponsor. In connection with such substitution, the Custodian is authorized to charge against the account of a Planholder such Planholder's pro rata share of the expenses (including tax liability) incurred by the Custodian, BFDS as the agent of the Custodian, or the Sponsor, and to pay over to BFDS or to the Sponsor, as applicable, the amount of such charge attributable to expenses incurred by BFDS or the Sponsor, respectively, in connection with the substitution. The Sponsor and the Custodian shall furnish to one another, and make available to Planholders upon request, a detailed statement itemizing their respective expenses. (b)
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Procedures and Expenses. (a) The Party having the right to initiate any infringement suit under Section 9.5.2 (Rights to Enforce) or Section 9.5.3 (Election Not to Enforce) above will have the sole and exclusive right to select counsel for any such suit and will pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expenses in rendering assistance requested by the initiating Party. If required under Applicable Law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. the other Party will join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party will provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party will have the right to participate and be represented in any such suit by its own counsel at its own expense.
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Procedures and Expenses. ...................................................................10
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Procedures and Expenses. (i) No later than five Business Days following the date hereof (the “Filing Date”), the Purchaser will file with the SEC a registration statement (together with the related prospectus, amendments and supplements to such registration statement, and including pre- and post-effective amendments, and all exhibits and material incorporated by reference in such registration statement, the “Registration Statement”) on Form S-1 covering the resale of all Registrable Securities; provided, however, that, Purchaser’s obligation to include the Registrable Securities of any particular Seller in the Registration Statement will be expressly conditioned upon Purchaser’s prior receipt of information and materials regarding such Seller as specified in Section 1(a)(xii).
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Procedures and Expenses. (i) No later than twenty (20) Business Days following the date hereof (the “Filing Date”), Luminar will file with the SEC a registration statement, or will file a pre-effective amendment to a previously filed registration statement (together with the related prospectus, amendments and supplements to such registration statement, and including pre- and post-effective amendments, and all exhibits and material incorporated by reference in such registration statement, the “Registration Statement”) on Form S-3 covering the resale of all Registrable Securities; provided, however, that, Xxxxxxx’s obligation to include the Registrable Securities of Plus in the Registration Statement will be expressly conditioned upon Luminar’s prior receipt of information and materials regarding Plus as specified in Section 1(a)(xii).
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Procedures and Expenses. (i) Buyer will file a Registration Statement (the “Mandatory Registration Statement”) with the SEC on April 1, 2021 (the “Filing Date”) to register all of the shares of Closing Stock Consideration on Form S-3 under the Securities Act (providing for shelf registration of such shares under SEC Rule 415). In the event that Form S-3 is not available for the registration of the shares of Closing Stock Consideration, Buyer will register the resale of the shares of Closing Stock Consideration on such other form as is available to the Company.
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Procedures and Expenses. 11 4.1 Registration Procedures 11 4.2 Information from Holders 14 4.3 Suspension of Disposition 14 4.4 Registration Expenses 15 ARTICLE V. INDEMNIFICATION 16 5.1 Indemnification by the Company 16 5.2 Indemnification by Holders 16 5.3 Conduct of Indemnification Proceedings 17 5.4 Contribution 18 5.5 Continuing Effect 19 ARTICLE VI. RULE 144 19 TABLE OF CONTENTS (continued) Page ARTICLE VII. PARTICIPATION IN UNDERWRITTEN OFFERINGS 19 ARTICLE VIII. MISCELLANEOUS 19 8.1 No Conflicting Agreements 19 8.2 Notices 20 8.3 Confidentiality 20 8.4 Assignment 21 8.5 No Third-Party Beneficiaries 21 8.6 Entire Agreement 21 8.7 Amendment and Waiver 21 8.8 Counterparts 21 8.9 Severability 21 8.10 Governing Law 21 8.11 Specific Performance 21 8.12 Further Assurances 21 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2007, is made by and between Verint Systems Inc., a Delaware corporation (the “Company”), and Comverse Technology, Inc., a New York corporation (the “Purchaser”).
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Procedures and Expenses 
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Related to Procedures and Expenses

  • Registration Procedures and Expenses The Company shall:

  • Custodian's Fees and Expenses 1 The Custodian shall be entitled to receive any and all reasonable fees specified in the Custodian's current published fee schedule for establishing and maintaining the Custodial Account, including, but not limited to, any fees for distributions from, transfers from, and terminations of the Custodial Account. The Custodian may change its fee schedule at any time by giving the Responsible Individual 30 days’ prior written notice.

  • Costs and Expenses The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

  • PAYMENT AND EXPENSES 8.1 Each payment to be made by the Guarantor under this guarantee shall be made in pounds sterling, free and clear of all deductions or withholdings of any kind, except for those required by law, and if any deduction or withholding must be made by law, the Guarantor shall pay that additional amount which is necessary to ensure that the Authority receives a net amount equal to the full amount which it would have received if the payment had been made without the deduction or withholding.

  • Transition and Expenses If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations Reviewer will pay the reasonable expenses (including the fees and expenses of counsel) of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on such obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer or the successor Asset Representations Reviewer.

  • Certain Costs and Expenses The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

  • Costs, Fees and Expenses Except as otherwise specifically provided herein, each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement, including without limitation any fees and disbursements to its accountants and counsel; provided, that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys' fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance herewith.

  • Legal Fees and Expenses The parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement.

  • CONTRACT LIMIT AND FEES AND EXPENSES to change the not-to- exceed total amount of the Contract from SIX HUNDRED THOUSAND DOLLARS AND NO CENTS ($600,000.00) to ONE MILLION DOLLARS AND NO CENTS ($1,000,000.00) through the end of the first renewal term of the Contract, as approved by RRC Commissioners on September 18, 2018.

  • Pending Procedures and Examinations The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.

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