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.

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.

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.

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.

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.

This letter may be executed in any number of counterparts, each of which shall be an original and all of which shall together form one and the same agreement.

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. 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.

Costs and Attorneys’ Fees. The Parties agree that in the event of a material breach of any provision of this Agreement, the arbitrator may, under the proceedings described in paragraph 20 below, award the non-breaching party all costs and attorneys’ fees incurred in conjunction with enforcement of this Agreement, to the extent permitted by law.

Fees. Receipt by the Administrative Agent, MLPF&S and the Lenders of any fees required to be paid on or before the date of this Amendment.

Fees. The Company shall reimburse the lead Buyer for all reasonable and documented 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, ​ for legal fees of outside counsel and disbursements of Latham & Watkins 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”) which shall be withheld by the lead Buyer from its Purchase Price at the Closing. The Company shall be responsible for the payment of any placement agent’s fees in accordance with the terms of the Placement Agent Agreement, financial advisory fees, Control Account Bank fees, transfer agent fees, DTC (as defined below) fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby (including, without limitation, any fees or commissions payable to the Placement Agent, who is the Company’s sole placement agent in connection with the transactions contemplated by this Agreement, in accordance with the terms of the Placement Agent Agreement). 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. The Borrower agrees to pay to the Administrative Agent such fees as agreed in the Fee Letter.

Fees. Borrower shall pay to Bank:

Fees. The ​ will pay the fees set forth in [Schedule III] in such amounts and at such times as set forth in [Schedule III].

Fees. The Borrower shall have paid # all fees required to be paid by it on the Closing Date described in the Fee Letter, # all fees payable to the Lenders on the Closing Date agreed to by the Borrower on or prior to the Closing Date, and # all reasonable fees and expenses of the Administrative Agent and of special counsel to the Administrative Agent that have been invoiced on or prior to three (3) days prior to the Closing Date in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby.

Fees. In addition to certain fees described in subsections [[(i) and (j) of Section 2.03]3]]:

Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower Representative to the Administrative Agent on or before the Effective Date.

Fees. All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to any Commitment Letter in respect of the Senior Interim Loan Commitments, to the extent invoiced at least three Business Days prior to the Closing Date, shall, upon the initial Borrowings hereunder, have been, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the Senior Interim Loans on the Closing Date).

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