Third Party Costs Defined; Obligation Sample Clauses

Third Party Costs Defined; Obligation. Developer shall pay for and reimburse City for all costs reasonably incurred by City for any and all out of pocket, third party costs, fees, and expenses incurred by City (but not in-house staff time) for attorneys, economic consultants, appraisers, engineers, affordable housing consultants, escrow company fees, title company fees, and other consulting and/or professional services incurred by City arising from and/or related in any respect to the implementation of this Agreement or the Project from the period of time commencing upon the refinancing of the Senior Loan for the Project through the term of the Affordability Period (together, "Third Party Costs"). The Third Party Costs may include costs incurred in connection with (a) drafting, negotiation, and execution of post-Closing agreements, if any, (b) post-Closing enforcement of the Regulatory Agreement, City Note, City Deed of Trust, or other Project Documents, including the following: (i) commencement of, appearance in, or defense of any action or proceeding purporting to affect the rights or obligations of the parties to any Project Documents, and (ii) all claims, demands, causes of action, liabilities, losses, commissions and other costs against which City is indemnified under the Project Documents, provided as to defense ofany action which City has tendered the defense to Developer and Developer fails to defend any such action; and (c) other reasonable costs incurred related to requests for or provision of estoppel certificates, subordination agreements, affordable housing documents, escrow instructions, advisory assistance, amendments, implementation agreements, interpretations, modifications, any other agreements, instruments, documentation, legal advice, economic development/affordable housing advice, or other third party contracts for consulting or professional services necessitated by City's, City 's or Developer's post-Closing implementation of this Agreement, and/or requested by Developer, and/or its Lender or other independent contractor or consultant to Developer post-Closing arising from or related in any manner to this Agreement.
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Third Party Costs Defined; Obligation. Developer shall pay for and reimburse Authority/Agency for all costs reasonably incurred by Authority, Agency, and City for any and all out of pocket, third party costs, fees, and expenses incurred by Authority, Agency, or City (but not in-house staff time) for attorneys, economic consultants, appraisers, engineers, affordable housing consultants, escrow company fees, title company fees, and other consulting and/or professional services incurred by Authority, Agency, or City arising from and/or related in any respect to the implementation of this Agreement or the Project from the period of time commencing upon the Closing for the Project through the term of the Affordability Period (together, “Third Party Costs”). The Third Party Costs may include costs incurred in connection with (a) drafting, negotiation, and execution of post-Closing Implementation Agreements, if any, (b) post-Closing enforcement of the Regulatory Agreement, Ground Lease, or other documents for the Project (collectively, “Project Documents”), including the following: (i) commencement of, appearance in, to affect the rights or obl or defense of any action or proceeding purporting igations of the parties to any Project Documents, and (ii) all claims, demands, causes of action, liabilities, losses, commissions ified under the are indemn ncy, or City and other costs against which Authority, Age Project Documents, provided as to defense of any action which Authority, Agency, or City have tendered the defense to Developer and Developer fails to defend any such action; and (c) other costs incurred s post ity’s or Developer’ ts for co third party contrac e, or other er docu assistance, any oth advisory ination certificates, subord xxxxxxx related to requests for or provision of e housing documents, escrow instructions, redevelopment/affordable housing advic services necessitated by Authority’s, Agency’s, C agreements, affordable mentation, legal advice, nsulting or professional -Closing implementation sts. Within te ird Party Co of this Agreement, and/or requested by Developer, and/or its Lender or other independent contractor or consultant to Developer post-Closing arising from or related in any manner to this Agreement.
Third Party Costs Defined; Obligation. Exclusive of specific, eligible Remediation Costs and acquisition costs to be reimbursed by Authority, Developer shall pay for and reimburse Authority for all costs reasonably incurred by Authority, Agency, and City for any and all out of pocket, third party costs, fees, and expenses incurred by Authority, Agency, or City (but not in-house staff time) for attorneys, economic consultants, appraisers, engineers, affordable housing consultants, escrow company fees, title company fees, and other consulting and/or professional services incurred by Authority, Agency, or City arising from and/or related in any respect to the implementation of this Agreement or the Project from the period of time commencing upon the Closing through the term of the Affordability Period (together, “Third Party Costs”). The Third Party Costs may include costs incurred in connection with (a) enforcement of the Authority Loan Documents or other Project documents, including the following: (i) commencement of, appearance in, or defense of any action or proceeding purporting to affect the rights or obligations of the parties to any Authority Loan Document or other Project documents, and (ii) all claims, demands, causes of action, liabilities, losses, commissions and other costs against which Authority, Agency, or City are indemnified under the Authority Loan Documents, provided as to defense of any action which Authority, Agency, or City have tendered the defense to Developer and Developer fails to defend any such action; and (b) other costs incurred related to requests for or provision of estoppel certificates, subordination agreements, affordable housing documents, escrow instructions, advisory assistance, any other documentation, legal advice, redevelopment/affordable housing advice, or other third party contracts for consulting or professional services necessitated by Authority’s, Agency’s, or City’s or Developer’s implementation of this Agreement, and/or requested by Developer, and/or its Lender or other independent contractor or consultant to Developer arising from or related in any manner to this Agreement.
Third Party Costs Defined; Obligation. Developer shall pay for and reimburse Authority for all costs reasonably incurred by Authority, Agency, and City for any and all out of pocket, third party costs, fees, and expenses incurred by Authority, Agency, or City (but not in-house staff time) for attorneys, economic consultants, appraisers, engineers, affordable housing consultants, escrow company fees, title company fees, and other consulting and/or professional services incurred by Authority, Agency, or City arising from and/or related in any respect to the implementation of this Agreement or either Project from the period of time commencing upon the Closing for each Project through the term of the Affordability Period for such Project (together, “Third Party Costs”). The Third Party Costs may include costs incurred in connection with (a) drafting, negotiation, and execution of post-Closing Implementation Agreements, if any,

Related to Third Party Costs Defined; Obligation

  • Assignment Liability Indemnity Force Majeure Consequential Damages and Default Notwithstanding any other provision of this Agreement, the liability, indemnification and insurance provisions of the Transmission Operating Agreement (“TOA”) or other applicable operating agreements shall apply to the relationship between the System Operator and the Interconnection Transmission Owner and the liability, indemnification and insurance provisions of the Tariff apply to the relationship between the System Operator and the Interconnection Customer and between the Interconnecting Transmission Owner and the Interconnection Customer.

  • Unallowable Costs Defined All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Security Act, 42 U.S.C. §§ 1395-1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of Defendants, their present or former officers, directors, employees, shareholders, and agents in connection with:

  • Additional Indemnity Obligations Consultant shall defend, with counsel of Town’s choosing and at Consultant's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.6.1 that may be brought or instituted against Town or its directors, officials, officers, employees, volunteers and agents. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Town or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse Town for the cost of any settlement paid by Town or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for Town's attorney's fees and costs, including expert witness fees. Consultant shall reimburse Town and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Town, its directors, officials officers, employees, agents, or volunteers.

  • Taxes and Fees Imposed on Providing Party But Passed On To Purchasing Party 11.4.1 Taxes and fees imposed on the providing Party, which are permitted or required to be passed on by the providing Party to its customer, shall be borne by the purchasing Party.

  • Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.

  • Expenses Indemnity Damage Waiver (a) 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 and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation 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 Issuing Bank 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, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or 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.

  • Accountholder’s Indemnification Obligation You understand and agree that you are required to indemnify us and hold us harmless against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of your use of the Services and/or breach of this Agreement. You understand and agree that this paragraph shall survive termination of this Agreement.

  • Mitigation Obligations Replacement of Lenders (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

  • Taxes and Fees Imposed on Purchasing Party But Collected And Remitted By Providing Party 11.3.1 Taxes and fees imposed on the purchasing Party shall be borne by the purchasing Party, even if the obligation to collect and/or remit such taxes or fees is placed on the providing Party.

  • Third-Party Charges Customer may incur charges from third party service providers that are separate and apart from the amounts charged by Comcast. These may include, without limitation, charges resulting from accessing on-line services, calls to parties who charge for their telephone based services, purchasing or subscribing to other offerings via the Internet or interactive options on Public View Video, Video, or otherwise. Customer agrees that all such charges, including all applicable taxes, are Customer’s sole responsibility. In addition, Customer is solely responsible for protecting the security of credit card information provided to others in connection with such transactions.

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