Compensation Costs and Expenses Sample Clauses

Compensation Costs and Expenses. 13 5.1 Compensation............................................... 13 5.2
Sample 1
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Compensation Costs and Expenses. You shall promptly pay the compensation as and when specified in the order.
Sample 1
Compensation Costs and Expenses. (a) In consideration for the services rendered by Consultant to the Company pursuant to this Agreement, upon the closing of each Financing, the Company shall pay to Consultant a cash financing fee (the “Financing Fee”) equal to seven percent (7%) of the gross proceeds in such Financing (before any deductions for expenses, fees or otherwise), which will be payable from the proceeds of the Financing. Gross proceeds shall include the amount of any bridge loans of an acquisition target that is converted into equity in connection with a Financing, provided that Consultant assisted in the target’s procurement of such bridge loans. Securities acquired or otherwise received by financing sources (“Investors”) are referred to as “Securities.” In addition, the Company shall issue to Consultant and/or its designees warrants (the “Warrants”) to purchase such number of shares of the common stock of the Company equal to ten (10%) of the aggregate number of shares of common stock purchased by the Investors. The Warrants shall be purchased for a nominal sum and shall be exercisable for a period of five years from the date of Closing with an exercise price per share equal to the effective per share price paid by the Investors for the Securities. The terms of the Warrants shall be set forth in one or more agreements (the “Warrant Agreements”) in form and substance reasonably satisfactory to Consultant and the Company. The Warrant Agreements shall contain customary terms, including without limitation, provisions for cashless exercise, change of control, antidilution, and customary demand and piggyback registration rights. For the purposes of this Agreement, the term “Financing” shall mean any debt financing or equity investment in the Company or any combination thereof.
Sample 1
Compensation Costs and Expenses. In consideration for the Secondee's services to Acorn during the Secondment Period, Acorn will pay CoaLogix $24,778.73 per month during the Secondment Period, with each monthly payment to be paid to CoaLogix within five days following the end of the month with respect to which the payment relates. Acorn will also determine, in its sole discretion, the amount of the Secondee's 2011 bonus attributable to the Secondee's services for Acorn (the “Acorn 2011 Bonus”), and Coalogix shall pay such bonus to the Secondee pursuant to the Amended and Restated Employment Agreement at the time following the end of calendar year 2011 directed by Acorn, which shall in no event be later than March 1, 2012. Acorn shall reimburse Coalogix for such bonus payment within five days after the payment of such bonus to Secondee. In addition, Acorn will reimburse CoaLogix for any expenses for which the Secondee is entitled to reimbursement pursuant to Section 3(f) of the Amended and Restated Employment Agreement that relate to the Secondee's services for Acorn, with such reimbursement to be paid to CoaLogix with the monthly payment due for the month following the month that includes the date the applicable expense is incurred.
Sample 1
Compensation Costs and Expenses. 5.1 COMPENSATION.................................................. 5.2
Sample 1
Compensation Costs and Expenses. Acorn will reimburse CoaLogix for Secondee’s salary, benefits, vacation, training, expenses (not project related), other than bonus amounts as provided below, based on the allocation of time spent by Secondee in performing services for Acorn and CoaLogix. The initial allocation of compensation costs and expenses is that fifty (50) percent of Secondee’s compensation costs and expenses will be allocated to Acorn which will reimburse this amount to CoaLogix. This allocation will be adjusted every six (6) months based on the services provided in the previous six (6) months as agreed by the CEOs of Acorn and CoaLogix and if not agreed, will be determined by the Board of Directors of CoaLogix. The CEO of Acorn and Acorn’s Board of Directors will set the bonus schedule for Secondee for services performed by Acorn, with the target amount being fixed at 30% of the amount of Secondee’s base salary that is allocated to Acorn. The terms will be set at the beginning of the year with the allocation of the bonus cost to Acorn to be based on the amount of service to Acorn in the prior 12 months. For the first year, the allocation will be set at fifty (50) percent and Acorn shall reimburse CoaLogix for the Secondee bonus expense allocable to Acorn. Under the Employment Agreement, either party has the right to terminate the Secondee from employment. In the event of an Involuntary Termination of employment, as defined in the Employment Agreement, if only one party initiates the Involuntary Termination and the other party does not agree to take full responsibility for the Secondee’s compensation costs and expenses, the party initiating the Involuntary Termination shall be solely responsible for all severance due and any other costs under the Employment Agreement. If that party is Acorn, it shall reimburse CoaLogix for any severance and other costs incurred by CoaLogix in connection with the Involuntary Termination. If both parties agree to the Involuntary Termination, the severance and other costs shall be allocated based upon the services provided by Secondee in the prior twelve (12) months and Acorn shall reimburse CoaLogix for its allocated shares of such severance and other costs. Costs and expenses for specific projects undertaken by Secondee on behalf of either party will be paid for by the party receiving the services and Acorn shall reimburse CoaLogix for any such costs and expenses paid by CoaLogix on specific projects of Acorn.
Sample 1
Compensation Costs and Expenses. USSI will reimburse GDS for 40% of the cost of Secondee's salary, benefits, vacation, non-allocable expenses (as described below), and Employer Contributions, other than GDS bonus amounts as provided in the Employment Agreement or otherwise paid by GDS in its discretion. USSI will compute and reimburse GDS for Secondee's bonus, if any, payable to him as USSI's Chief Financial Officer (plus any required Employer Contributions attributable thereto). As used herein, non-allocable expenses means professional dues, rental car reimbursement related to his relocation to California and other amounts pertaining generally to his employment status. Each of USSI and GDS shall be solely responsible to pay, or to reimburse Secondee for, expenses solely attributable to his duties for each of them, such as travel.
Sample 1
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Compensation Costs and Expenses. The Trustee shall be entitled to a reasonable fee and expenses for its services as Trustee hereunder as provided in a separate fee agreement by and between the Trustee and Trustor. The Trustor shall reimburse the Trustee for all reasonable out-of-pocket expenses incurred by the Trustee in performance of its duties under this Trust Agreement, including, but not limited to, taxes, fees, commissions and other expenses relating to (i) the issuance of the Trust Shares to the Trust, (ii) the mailing of notices, forms of election and information, (iii) the making of dividend and other distribution payments, and (iv) all filings of United States federal, state, local and foreign tax returns required to be filed by the Trust.
Sample 1
Compensation Costs and Expenses 
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Related to Compensation Costs and Expenses

  • Indemnification Costs and Expenses 22 Section 7.01 Indemnification by the Partnership 22 Section 7.02 Indemnification by Purchasers 22 Section 7.03 Indemnification Procedure 22 ARTICLE VIII MISCELLANEOUS 23 Section 8.01 Interpretation 23 Section 8.02 Survival of Provisions 24 Section 8.03 No Waiver; Modifications in Writing 24 Section 8.04 Binding Effect; Assignment 25 Section 8.05 Aggregation of Purchased Units 25 Section 8.06 Confidentiality and Nxx-Xxxxxxxxxx 00 Section 8.07 Communications 25 Section 8.08 Removal of Legend 25 Section 8.09 Entire Agreement 26 Section 8.10 Governing Law 26 Section 8.11 Execution in Counterparts 26 Section 8.12 Expenses 26 Section 8.13 Obligations Limited to Parties to Agreement 26 Section 8.14 Waiver of Preemptive Right and Registration Rights by General Partner 27 Section 8.15 Termination 27 Section 8.16 Exceptions 28 SCHEDULES AND EXHIBITS Schedule 2.01 - List of Purchasers and Commitment Amounts Schedule 8.07 - Notice and Contact Information Exhibit A - Form of Registration Rights Agreement Exhibit B - Form of Legal Opinion Exhibit C - Form of Partnership Officer's Certificate Exhibit D - Form of Purchasers' Officer's Certificate UNIT PURCHASE AGREEMENT UNIT PURCHASE AGREEMENT, dated effective as of July 13, 2007 (this “Agreement”), by and among Enterprise GP Holdings L.P., a Delaware limited partnership (the “Partnership”), each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”).

  • Compensation; Allocation of Costs and Expenses In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

  • 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.

  • Attorneys’ Fees, Costs and Expenses In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

  • Other Costs and Expenses Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

  • 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.

  • Compensation; Payment of Fees and Expenses As compensation for the performance of the Administrator’s obligations under this Agreement, the Administrator shall be entitled to receive $2,500 annually, which shall be solely an obligation of the Servicer; provided, however, notwithstanding the foregoing, such compensation shall in no event exceed the Servicing Fee for the related annual period. The Administrator shall pay all expenses incurred by it in connection with its activities hereunder.

  • Fees, Costs and Expenses All fees, costs and expenses (including attorneys’ fees and expenses) incurred by any party hereto in connection with the preparation, negotiation and execution of this Agreement and the exhibits and schedules hereto and the consummation of the transactions contemplated hereby and thereby shall be the sole and exclusive responsibility of such party. In addition, the Company will pay the costs associated with any filings with, or compliance with any of the requirements of any governmental authorities.

  • COMPENSATION; EXPENSES (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination.

  • Compensation and Expenses (a) As compensation for sourcing the Series Gallery Drop 118 Asset, the Asset Manager may be granted a sourcing fee equal to 3.36% of the total aggregate amount of Series Gallery Drop 118 membership interests that are sold in the Series’ offering under Regulation A of the Securities Act of 1933, as amended (the “Offering”), which the Asset Manager may waive in its sole discretion.

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