UNDERLYING FUNDS` PAYMENT OF EXPENSES Sample Clauses

UNDERLYING FUNDS` PAYMENT OF EXPENSES. Subject to Paragraph 4, each of the Underlying Funds will bear such Expenses in proportion to the average daily value of its shares owned by the Retirement Funds, provided further that no Underlying Fund will bear such Expenses in excess of the estimated Savings to it ("Excess Expense").
Sample 1Sample 2Sample 3See All (17)
AutoNDA by SimpleDocs
UNDERLYING FUNDS` PAYMENT OF EXPENSES. Subject to Paragraph 3, each of the Underlying Funds will bear such Expenses in proportion to the average daily value of its shares owned by Spectrum International, provided further that no Underlying Fund will bear such Expenses in excess of the estimated Savings to it ("Excess Expense").
Sample 1Sample 2Sample 3See All (12)
UNDERLYING FUNDS` PAYMENT OF EXPENSES. Each of the Underlying Funds will reimburse the Funds for amounts paid by the Funds to Strong under this Agreement pro rata based on the percentage amounts that the Funds invest in the Underlying Funds as detailed in the Funds' current prospectus, provided that no Underlying Fund will pay such amounts to a Fund in excess of the Savings to it from such Fund.
Sample 1Sample 2Sample 3See All (4)
UNDERLYING FUNDS` PAYMENT OF EXPENSES. Subject to Paragraph 3, each of the Underlying Funds agrees to pay its pro rata share of the Expenses based on the proportion which the average daily value of its shares owned by all Managed Portfolios in the aggregate bears to the average daily value of all shares of Underlying Funds owned by all Managed Portfolios in the aggregate, provided that no Underlying Fund will pay such Expenses in excess of the estimated Savings to it ("Excess Expense"). The Underlying Funds shall pay such expenses in accordance with instructions from SFAC.
Sample 1Sample 2See All (4)
UNDERLYING FUNDS` PAYMENT OF EXPENSES. Subject to paragraph 3, with respect to each Top-Tier Fund, each of the Underlying Funds in which the Top-Tier Fund invests shall make Underlying Fund Payments in an amount equal to a portion of the Shared Expenses incurred by such Top-Tier Fund for which the calculation is to be made calculated as follows: • in proportion to the average daily net asset value of such Underlying Fund’s shares owned by such Top-Tier Fund, if the Shared Expense was incurred based on a percentage of average daily net assets; or • in an amount equal to the total amount of the Shared Expense divided by the number of Underlying Funds in which the Top-Tier Fund has invested, if the Shared Expense was incurred based on a flat dollar fee; provided that (i) no Underlying Fund will pay any such Shared Expense in excess of (a) its Underlying Fund Benefits; or (b) the actual expenses incurred by the Top Tier Funds (with respect to any Top-Tier Fund, before giving effect to any expense cap in place for such Top-Tier Fund); (ii) no Underlying Fund will pay Shared Expenses at a rate in excess of the average per account transfer agent expenses of the Underlying Fund, including sub-accounting expenses and other out-of-pocket expenses, expressed as a basis point charge (for purposes of calculating the Underlying Fund’s average per account transfer agent expense the Top-Tier Funds’ investment in the Underlying Fund will be excluded); and (iii) no affiliated person of any Top-Tier Fund, or affiliated person of such person, will receive, directly or indirectly, any portion of the Underlying Fund Payments, except for bona fide transfer agent services approved by the Board of the Underlying Fund, including a majority of the Trustees who are not interested persons of such Underlying Fund. The Underlying Funds shall pay the Underlying Fund Payments in accordance with calculations made by and instructions from MFSC.
Sample 1
UNDERLYING FUNDS` PAYMENT OF EXPENSES. Subject to paragraph 3, each of the Underlying Funds agrees to pay the Expenses in proportion to the average daily value of their shares owned by the Top Fund, provided that no Underlying Fund will pay such Expenses in excess of the estimated Savings to it ("Excess Expense"), and provided further that no Underlying Fund shall pay any Expenses until such time as the Underlying Funds receive a private letter ruling (the "Ruling") from the Internal Revenue Service ("IRS") to the effect that such payments shall not result in the payment by any Underlying Fund of preferential dividends and therefore jeopardize the Underlying Funds' tax status as a regulated investment company. The Underlying Funds shall pay such expenses in accordance with instructions from FRIMCo. Pending receipt of the Ruling, all Expenses shall be paid pursuant to Paragraph 3 of this Agreement.
Sample 1Sample 2
UNDERLYING FUNDS` PAYMENT OF EXPENSES. Subject to Paragraph 3, each of the Underlying Funds will
Sample 1
AutoNDA by SimpleDocs
UNDERLYING FUNDS` PAYMENT OF EXPENSES. Subject to Paragraph 3, each of the Underlying Funds will bear such Expenses in proportion to the average daily value
Sample 1

Related to UNDERLYING FUNDS` PAYMENT OF EXPENSES

  • Advance Payment of Expenses To the fullest extent permitted by the DGCL, expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending any action, suit or proceeding or in connection with an enforcement action as contemplated by Section 3(e), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within 30 days after receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time. The Indemnitee hereby undertakes to repay any amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled under this Agreement to be indemnified by the Company in respect thereof. No other form of undertaking shall be required of Indemnitee other than the execution of this Agreement. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6.

  • Mandatory Payment of Expenses Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

  • Payment of Expenses The Company hereby agrees to pay, to the extent not paid at Closing, all Company expenses incidental to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

  • Repayment of Expenses Indemnitee shall reimburse the Company for all reasonable expenses paid by the Company in defending any Proceeding against Indemnitee in the event and only to the extent that it shall be ultimately determined that Indemnitee is not entitled to be indemnified by the Company for such expenses under the provisions of this Agreement.

  • Cancellation; Payment of Expenses Upon the surrender of this Warrant in connection with any transfer, exchange, or replacement as provided in this Paragraph 7, this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes (other than securities transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the holder or transferees) and charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph 7.

  • Prepayment of Expenses The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

  • Payment of Expenses, etc The Borrowers jointly and severally agree to: (i) pay all reasonable out-of-pocket costs and expenses (1) of the Administrative Agent in connection with the negotiation, syndication, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and (2) of the Agents and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of counsel for each Agent and for each of the Lenders); (ii) pay and hold each of the Agents and Lenders harmless from and against any and all present and future stamp, VAT and other similar taxes with respect to the foregoing matters and/or fees and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender (including in its capacity as an Agent), its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, an investigation, litigation or other proceeding (whether or not an Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among an Agent, any Lender, or any third Person or otherwise) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, and in each case, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified).

  • Mandatory Advancement of Expenses Subject to Section 8(a) below, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall be determined ultimately that the Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor by the Indemnitee to the Company.

  • Consideration; Payment of Expenses (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:

  • Procedure for Advance Payment of Expenses Indemnitee shall submit to the Company a written request specifying the Indemnifiable Expenses for which Indemnitee seeks an advancement under Section 8 of this Agreement, together with documentation evidencing that Indemnitee has incurred such Indemnifiable Expenses. Payment of Indemnifiable Expenses under Section 8 shall be made no later than ten (10) calendar days after the Company’s receipt of such request.

Time is Money Join Law Insider Premium to draft better contracts faster.