Costs and Fees. Any Affiliate or Approved Fund that is assigned any portion of any Commitment or Loan hereunder will not charge the Borrowers any fees or costs in connection with any funding obligations, including the funding of Alternative Currencies, that are higher than those charged by the assigning Lender. Nothing in this clause (x) shall otherwise be deemed to alter or affect in any manner the Company’s reimbursement obligations under Article II in respect of such assignee.

Fees and Costs. Agent shall have received all fees, costs and expenses of Agent in connection with this Sixth Amendment including costs and fees of counsel to Agent and the Lenders.

Costs and Fees. The prevailing party (as determined by the arbitrator or other trier of fact) in any dispute resolved under [Section 23(a)] shall be entitled to be indemnified and held harmless by the other party thereto for all costs incurred in the arbitration or litigation, including but not limited to the cost of the record or transcripts thereof, arbitration or court fees, reasonable attorneys’ and expert witnesses’ costs and fees, and all other costs and fees incurred therein.

Escrow Fees and Costs. ​ and Seller jointly and severally agree to pay the fees and expenses (including reasonable and documented attorneys’ fees and indemnity amounts) of the Escrow Agent for the services to be rendered by the Escrow Agent pursuant to this Agreement in accordance with the fee schedule attached as Exhibit B hereto, provided that ​ and Seller further agree, solely as between themselves, that each shall pay 50% of such fees and expenses. The obligations of ​ and Seller under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.

Costs, Fees and Expenses. In consideration of Agent’s and each Lender’s agreement to enter into this Amendment, Borrowers shall be responsible for the payment of all reasonable costs, fees and expenses of Agent’s counsel incurred in connection with the preparation of this Amendment and any related documents. All such costs, fees and expenses shall be paid with proceeds of Revolving Loans.

In the event that a party commences a legal proceeding (including arbitration pursuant to [Section 14.2] of this Agreement) to enforce its rights under this Agreement, the substantially prevailing party shall be entitled to recover its attorneys’ fees and costs from the non-prevailing party or parties, including those incurred in any arbitration, bankruptcy or appeal procedure.

Each Party shall be responsible for their own legal fees and costs with respect to this Agreement, the EZ CLONE litigation, and all claims and assertions made in the EZ CLONE litigation or released under this Agreement and resolution thereof, including but not limited to those incurred in connection with the negotiation, preparation and entering into of this Agreement. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable fees and costs incurred in connection with the action to enforce the Agreement.

Attorneys' Fees and Costs. Each party shall bear its own expenses in connection with the issuance of this Note; provided, however, that if any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party shall be entitled to its attorneys' fees, costs, and disbursements in addition to any other relief to which such party may be entitled. As used in this Section, attorneys' fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved calculated on the basis of the usual fee charged by the attorney performing such services and shall not be limited to "reasonable attorneys' fees" as defined in any statute or rule of court.

Attorneys' Fees and Costs. If either Party breaches any of the terms of this Agreement or any post-termination obligations articulated/referenced in it, to the extent authorized by California law, the non-prevailing party as determined by a Court of competent jurisdiction, will be responsible for payment of all reasonable attorneys' fees and costs incurred in the course of enforcing the terms of the Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts.

Legal Fees and Costs. Each party shall pay their own legal fees and costs to enforce the terms and provisions of this Agreement.

The arbitrator(s) may award costs and fees to the prevailing party if, in his/her (their) discretion, the non-prevailing party did not prosecute the arbitration or settlement of the dispute in good faith. “Costs and fees” for this purpose shall mean reasonable pre-award expenses of the arbitration, including fees for the arbitrator(s), administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees and attorneys’ fees. Except as otherwise awarded by the arbitrator(s), all costs and fees shall be borne by the party incurring such costs and fees.

Fees. In accordance with [Section 10.04] of the Credit Agreement, payment by Borrower of the expenses of Administrative Agent in connection with this Amendment and the transactions contemplated hereby to the extent invoiced, including without limitation the reasonable fees and disbursements through the Effective Date of Administrative Agent’s special counsel, Haynes and Boone, LLP.

Fees. The Company shall reimburse the lead Buyer a non-accountable fee of $35,000 for all costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as applicable, all reasonable legal fees of outside counsel and disbursements of [[Organization B:Organization]], LLP, counsel to the lead Buyer, any other reasonable fees and expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith) (the “Transaction Expenses”) and shall be withheld by the lead Buyer from its Purchase Price at the Closing; provided, that the Company shall promptly reimburse [[Organization B:Organization]], LLP on demand for all Transaction Expenses not so reimbursed through such withholding at the Closing. In addition to the Transaction Expenses, the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

Fees. (a) The Borrower agrees to pay to the Administrative Agent, for the account of each Revolving Lender, for each day:

Fees. ​ shall pay in immediately available funds to ​ all fees, including without limitation, the Warehouse Fees, as and when required hereunder. All such payments shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to ​ at such account designated by ​. Without limiting the generality of the foregoing or any other provision of this Agreement, ​ may withdraw and retain from the Warehouse Accounts and Operating Account any Warehouse Fees due and owing to ​.

Fees. The Borrower shall, without duplication, pay to the Arrangers and the Administrative Agent the fees described in the Fee Letters in the amounts and at the times specified in the Fee Letters. ​ shall pay to the Lenders that portion of such fees paid to it by the Borrower that represent the upfront fees specified in the Fee Letters as being payable to such Lenders. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Fees. As full and complete compensation for satisfactory performance of the Services, Company shall pay provider the fees and other compensation set forth in the applicable SOW. Provider shall be entitled to reimbursement of out-of-pocket expenses directly related to performing the Services, subject to Company’s prior written approval of such expenses. Out-of-pocket expenses shall include reasonable and verifiable coach class travel, hotel accommodations and meal expenses that are incurred by Provider and are directly related to the Services. All such expenses shall be reimbursed at cost; no mark-up shall be permitted. Any individual expense in excess of ​ shall require the prior written approval of Company.

Fees In addition to certain fees described in subsections [(h) and (i) of Section 203]3]:

Fees. The Service Provider shall charge the Company on an hourly basis according to the hourly rates agreed by the Parties, from time to time, to account for each hour that any Contract Employee performs services to the Company or its customers, as the case may be, (the “Fees”). The Service Provider shall require each Contract Employee working on matters for the Company to document the hours worked on such matters and, by the close of business on the last day of each calendar month, to report the total hours worked for the Company during the prior month to the Service Provider and the Company. The Company further agrees to reimburse the Service Provider for all other direct costs or out of pocket expenses incurred in connection with the rendering of such services; provided, that, appropriate documentation of any such expenses and any pre-approval for expenses over ​ are provided to the Company. The Service Provider shall then present the Company with an invoice for the total Fees on (or the next business day following) the last day of each month, or as otherwise mutually agreed upon by the Company and the Service Provider. The parties agree that fees are to be updated on a semi-annual basis by the Service Provider with the written consent of the Company. Any outstanding Fees shall be payable in arrears within thirty (30) days of terminating this Agreement.

Fees. No Defaulting Lender shall be entitled to receive any fee payable under [Section 2.09(a)] for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).