Derivative Demand Investigation Costs definition

Derivative Demand Investigation Costs means the reasonable costs, charges, fees and expenses consented to by the Insurer and incurred by the Company or by its board of directors (or an equivalent managing body or equivalent foreign body) or any committee thereof in connection with the investigation or evaluation of a Shareholder Derivative Demand. “Derivative Demand Investigation Costs” shall not include any wages, salary, fees or other compensation of any employee of the Company or of any Insured Person.
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Derivative Demand Investigation Costs means reasonable and necessary costs, charges, fees and expenses (including but not limited to legal costs and expert's fees but not including any settlement, judgment or damages and not including any regular or overtime wages, salaries or fees of any Insured Person or Employee) incurred by the Company or its board of directors (or the equivalent management body) or any committee of the board of directors (or the equivalent management body), incurred solely in connection with a Derivative Demand Investigation.
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Derivative Demand Investigation Costs means reasonable fees, costs and expenses consented to the by Insurer (which consent will not be unreasonably withheld) and incurred by the Insured Organization, including its board of Directors (or equivalent governing body) or any committee thereof, to investigate and evaluate a Derivative Demand, including legal and expert fees; provided, that Derivative Demand Investigation Costs will not include any overhead expenses, or any compensation or benefits of an Insured Person.
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Examples of Derivative Demand Investigation Costs in a sentence

  • The Insurer will pay all covered Defence Costs, Investigation Costs, Regulatory Crisis Event Costs, Extradition Costs, Prosecution Costs, Assets and Liberty Defence Costs, Assets and Liberty Expenses, and Derivative Demand Investigation Costs, Tax Liability, within fifteen (15) days of the Insurer receiving sufficiently detailed invoices and supporting documents for those costs.

  • No Retention applies to Non-Indemnifiable Loss, Crisis Costs, Derivative Demand Investigation Costs or Compliance Program Costs.

  • If the entry for Item 3(b)(i), 3(b)(ii), 3(b)(iii) or 3(b)(iv) of the Declarations is blank or states “0,” “Not Available” or “N/A” (or a similar notation), then no coverage is afforded under this Coverage Section for Asset Protection Costs, Personal Reputation Costs, Derivative Demand Investigation Costs or Crisis Costs, respectively.

  • The Insurer will pay, to or on behalf of the Insured Organization, Derivative Demand Investigation Costs arising from Derivative Demands first made during the Policy Period or the Discovery Period (if applicable), up to the Derivative Demand Investigation Costs Sublimit set forth in Item 3(b)(iii) of the Declarations.

  • Coverage D: Derivative Demand Investigation Costs Coverage The Insurer shall pay Investigation Costs up to the amount of the Derivative Demand Investigation Sub-Limit of Liability set forth in Item 3(b) of the Directors & Officers and Corporate Securities Liability Coverage Section Declarations incurred by a Company solely in response to a Derivative Demand first made and reported to the Insurer during the Policy Period.

  • Coverage D: Derivative Demand Investigation Costs Coverage The Insurer shall pay Investigation Costs up to the amount of the Derivative Demand Investigation Sub-Limit of Liability set forth in Item 3(b) of the Directors and Officers Liability Coverage Section Declarations incurred by a Company solely in response to a Derivative Demand first made and reported to the Insurer during the Policy Period.

  • The amount shown in Item 5.c of the Declarations shall be the maximum aggregate Sublimit of Liability under the Policy for all Derivative Demand Investigation Costs arising from all Shareholder Derivative Demands under Coverage IE.

  • No retention shall apply to Derivative Demand Investigation Costs.

  • Coverage D: Derivative Demand Investigation Costs Coverage The Insurer shall pay Investigation Costs up to the amount of the Derivative Demand Investigation Sub-Limit of Liability set forth in Item 3(b) of the Investment Fund Coverage Section Declarations incurred by a Fund Organization solely in response to a Derivative Demand first made and reported to the Insurer during the Policy Period.

  • DERIVATIVE DEMAND INVESTIGATION COSTS COVERAGEThe Insurer shall pay on behalf of the Insured Entity all Derivative Demand Investigation Costs resulting from a Derivative Demand first received by the Company during the Policy Period or the Extended Reporting Period for a Wrongful Act taking place before or during the Policy Period, subject to the Sublimit of Liability for Derivative Demand Investigation Costs set forth in Item 6.D. of the Declarations.


More Definitions of Derivative Demand Investigation Costs

Derivative Demand Investigation Costs means reasonable and necessary costs, charges, fees (including but not limited to attorney’s fees and expert’s fees) and expenses (other than regular or overtime wages, salaries, bonuses, stock options, or fees or any other form of compensation of any Insured Person) incurred by the Insured Entity, or by the board of directors (or its equivalent) acting on behalf of the Insured Entity, in connection with any investigation conducted: (i) by the Insured Entity; or (ii) on behalf of the Insured Entity by its board of directors (or its equivalent) or any committee of the board of directors (or its equivalent); as to how the Insured Entity should respond to such Derivative Demand.Derivative Demand Investigation Costs are subject to the Sublimit of liability set forth in Item 6 of the Declarations.
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Derivative Demand Investigation Costs means the reasonable fees, costs and expenses incurred by the Organization, its board of directors, or any committee of its board of directors, solely in response to a Derivative Demand and do not include any:
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Derivative Demand Investigation Costs means reasonable fees, costs and expenses incurred solely by the Insured Entity (including its board of directors or any committee of its board of directors) in connection with its investigation or evaluation on behalf of the Insured Entity of:
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Related to Derivative Demand Investigation Costs

  • Litigation Costs All costs reasonably incurred by Lessor in connection with the enforcement of any provision of this Lease and/or in connection with any third-party claim against Lessor or any Leased Property arising on account of or in connection with any default or Event of Default hereunder by Tenant, including, without limitation, costs reasonably incurred by Lessor in investigating, settling and/or prosecuting claims and for attorney’s and legal assistant fees and expenses, court costs and fees and consultant and witness fees and expenses.

  • Acquisition Costs means all fees, costs and expenses, stamp, registration and other Taxes incurred (or required to be paid) by the Borrower or any other member of the Group in connection with the Acquisition or the Transaction Documents.

  • Litigation Expense means any out-of-pocket expenses incurred in connection with investigating, defending or asserting any claim, legal or administrative action, suit or Proceeding incident to any matter indemnified against hereunder including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees and fees and disbursements of outside legal counsel, investigators, expert witnesses, accountants and other professionals.

  • Acquisition Cost means the cost to acquire a tangible capital asset including the purchase price of the asset and costs necessary to prepare the asset for use. Costs necessary to prepare the asset for use include the cost of placing the asset in location and bringing the asset to a condition necessary for normal or expected use.

  • Litigation Expenses means costs and expenses incurred in connection with commencing, prosecuting and settling the Action (which may include the costs and expenses of Plaintiffs directly related to their representation of the Settlement Class), for which Lead Counsel intends to apply to the Court for reimbursement from the Settlement Fund.

  • Initial Costs means all costs incurred by the Authority relating to the establishment and initial operation of the Authority, such as the hiring of an Executive Director and any administrative staff, any required accounting, administrative, technical and legal services in support of the Authority’s initial activities or in support of the negotiation, preparation and approval of one or more Administrative Services Provider Agreements and Program Agreement 1. Administrative and operational costs incurred after the approval of Program Agreement 1 shall not be considered Initial Costs.

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • Remediation Costs means the cost of any action taken to reduce the concentration of contaminants on, in or under the Eligible Property to permit a record of site condition to be filed in the Environmental Site Registry under section 168.4 of the Environmental Protection Act and the cost of complying with any certificate of property use issued under section 168.6 of the Environmental Protection Act, as further specified in the CIP.

  • Collection Costs means the costs associated with the collection of liens, including but not limited to staff, mailing costs, billing and rebilling fees.

  • Transaction Costs means the costs incurred or estimated by the Management Company to cover the costs (such as, but not restricted to, brokerage, Trustee charges, taxes or levies on transactions, etc.) related to the investing or disinvesting activity of the Trust’s portfolio, inter alia, necessitated by creation or cancellation of Units, which costs may be added to the NAV for determining the Offer Price of Units or to be deducted from the NAV in determining the Redemption Price.

  • Disposition Expenses means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

  • Environmental Costs any and all costs or expenses (including attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, fines, penalties, damages, settlement payments, judgments and awards), of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to, any actual or alleged violation of, noncompliance with or liability under any Environmental Laws. Environmental Costs include any and all of the foregoing, without regard to whether they arise out of or are related to any past, pending or threatened proceeding of any kind.

  • Letter of Credit Indemnified Costs has the meaning specified therefor in Section 2.11(f) of the Agreement.

  • Direct Costs means the sum of the following:

  • Acquisition Expenses means any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or development of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums.

  • Common Expenses means expenditures made by or financial liabilities of the association, together with any allocations to reserves.

  • Construction Costs means any and all costs incurred by the Lessor with respect to the construction and equipping, as the case may be, of the Project, whether paid or incurred prior to or after the date hereof, including, without limitation, costs for Site preparation, the removal or demolition of existing structures, the construction of the Project and related facilities and improvements, and all other work in connection therewith, security of the Site and Project, Lessor’s overhead and supervision at the Project Site, all costs and expenses including any taxes or insurance premiums paid by the Lessor with respect to the Property, and administrative and other expenses necessary or incident to the Project, excluding Lessor’s and Developer’s home office overhead and profit. The term “Construction Costs” includes all Lessor’s costs associated with preparing or generating additional copies of any Construction Documents, as defined below, related to or required for the Project, including preparation or generation of additional plans and specifications for Lessor’s subcontractors. In no event shall Construction Costs exceed the Guaranteed Maximum Price.

  • Workout-Delayed Reimbursement Amount has the meaning set forth in subsection (II)(i) of Section 5.2(a).

  • Distribution Costs means the costs, excluding corporate and administrative overhead, incurred by a Party or for its account, during the term and pursuant to the Agreement that are reasonably and consistently allocable to the distribution of a Product in the U.S. for Commercialization purposes, including: (a) handling and transportation to fulfill orders with respect to a Product in the U.S. (but excluding such costs to the extent they are treated as a deduction in the definition of Net Sales); (b) customer services, including order entry, billing and adjustments, inquiry and credit and collection with respect to a Product in the U.S.; and (c) costs of storage and distribution of Products for sale in the U.S.

  • Company Expenses means, as of any determination time, the aggregate amount of fees, expense, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, any Group Company in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of any Group Company, and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to any Group Company pursuant to this Agreement or any Ancillary Document, including fifty percent (50%) of the HSR Act filing fee. Notwithstanding the foregoing or anything to the contrary herein, Company Expenses shall not include any HighCape Expenses.

  • Patent Expenses means all reasonable costs (including attorneys’ and application fees) incurred by University in accordance with this Agreement to apply for, prosecute and maintain Licensed Patents, including but not limited to the costs of interferences, oppositions, inter partes review and re-examinations. Patent Expenses include reimbursement for in-house costs provided they are for activities that would otherwise have been performed by outside counsel at an equal or greater expense.

  • Independent expenditure means an expenditure made by any person, including a payment of public moneys by a state or local government agency, in connection with a communication which expressly advocates the election or defeat of a clearly identified candidate or the qualification, passage or defeat of a clearly identified measure, or taken as a whole and in context, unambiguously urges a particular result in an election but which is not made to or at the behest of the affected candidate or committee.

  • Common expense means the costs incurred by the association to exercise any of the powers provided for in this chapter.

  • Claim Expenses means reasonable attorneys’ fees and all other reasonable out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any D&O Claim for which indemnification is authorized pursuant to this Section 6.6(a), including any action relating to a claim for indemnification or advancement brought by a D&O Indemnified Party. No D&O Indemnifying Party shall settle, compromise or consent to the entry of any judgment in any actual or threatened D&O Claim in respect of which indemnification has been sought by such D&O Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such D&O Indemnified Party from all liability arising out of such D&O Claim, or such D&O Indemnified Party otherwise consents thereto.

  • Insured Expenses Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

  • Workout-Delayed Reimbursement Amounts With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.