Mandatory Payment of Expenses. Notwithstanding any other provision of this Deed other than [Section 9] hereof, to the fullest extent permitted by applicable law and to the extent that Indemnitee was a party to (or participant in) and has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defence of any Claim, Indemnitee shall be Indemnified against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Claim but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Claim, the Company shall Indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by applicable law. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Claim by dismissal, with or without prejudice, motion for summary judgment, settlement (with or without court approval), by acquittal, or upon a plea of nolo contendere or its equivalent, shall be deemed to be a successful result as to such claim, issue or matter.
Optional and Mandatory Payment. The Company shall have the right to prepay the Outstanding Balance owed under this Note in whole or in part at any time. In addition to the foregoing, beginning on (the “Early Payment Date”), and on the last day of each calendar month through the Maturity Date, the Company shall pay 5% of the Outstanding Balance due under the terms of this Note on such Early Payment Date.
No sooner than five (5) nor later than two (2) Business Days prior to the Closing Date, the Company shall provide to BRPA a written report setting forth a list of all of the following fees and expenses incurred by or on behalf of the Company in connection with the preparation, negotiation and execution of this Agreement and the consummation of the Transactions (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date: # the fees and disbursements of outside counsel to the Company incurred in connection with the Transactions and # the fees and expenses of any other agents, advisors, consultants, experts, financial advisors and other service providers engaged by the Company in connection with the Transactions (collectively, the “Outstanding Company Transaction Expenses”). On the Closing Date, following the Closing, BRPA shall pay or cause to be paid, by wire transfer of immediately available funds, all such Outstanding Company Transaction Expenses.
Payment of Expenses. The Parent Borrower agrees to reimburse the Administrative Agents for all reasonable and documented out-of-pocket expenses incurred by the Administrative Agents in connection with the preparation, execution, and delivery of this Agreement, including the reasonable fees, charges, and disbursements of Moore & Van Allen PLLC.
Payment of Expenses. The Borrowers agree to pay all out-of-pocket expenses (including reasonable attorneys’ fees) of Agent in connection with the preparation and execution of this Second Amendment.
Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including # the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall deem reasonably necessary, # the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, # the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, # the fees and disbursements of the counsel, accountants and other advisors to the Company, # the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent # not to exceed $50,000 in connection with the filing of this Agreement and # not to exceed $10,000 per year thereafter in connection with updates at the time of Representation Dates; # the fees and expenses of the transfer agent and registrar for the Common Stock, # the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and # the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange.
Payment of Expenses. The Company covenants and agrees with the Underwriters that the Company will pay or cause to be paid the following, whether or not the transactions contemplated herein are completed: # the reasonable out-of-pocket expenses incurred by the Underwriters in connection with their engagement, including without limitation, outside counsel legal fees and expenses (such legal fees and expenses of counsel not to exceed $100,000 in the aggregate), marketing, syndication and travel expenses; # the cost of obtaining all securities and bank regulatory approvals, including any required FINRA fees, including the filing fees incident thereto; # all fees and disbursements of the Company’s counsel and accountants in connection with the registration of the Notes under the 1933 Act and all other expenses in connection with the preparation, printing and filing of amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters; # all expenses in connection with the qualification of the Notes for offering and sale under state securities as provided in [Section 3(d)] hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; # the cost of printing or reproducing this Agreement, the Blue Sky survey, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Notes; # the fees and expenses of the Trustee, including fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes; # the cost and charges of any transfer agent or registrar; # the costs and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with the marketing of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show with the consent of the Company; # any fees payable in connection with the rating of the Notes; # the fees and expenses incurred in connection with having the Notes eligible for clearance, settlement and trading through the facilities of DTC; and # all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this [Section 4].
Payment of Expenses. agrees to pay or reimburse
Mandatory. (i) Unless previously terminated in accordance with the terms hereof, # the Tranche B-1 Term Loan Commitments shall automatically terminate at 5:00 p.m. on the Amendment No. 1 Funding Date, # the 2021-1 Incremental Term Loan Commitments shall automatically terminate at 5:00 p.m. on the Amendment No. 3 Funding Date, # the 2023 Incremental Tranche A Term Loan Commitments shall automatically terminate at 5:00 p.m. on the Amendment No. 7 Funding Date, # the Tranche B-2 Term Loan Commitments shall automatically terminate at 5:00 p.m. on the Amendment No. 8 Funding Date, # the Tranche B-3 Term Loan Commitments shall automatically terminate at 5:00 p.m. on the Amendment No. 9 Funding Date, # the Initial Revolving Credit Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date, and (67) the Commitments in respect of any Tranche of New Term Loans shall automatically terminate on the maturity date set forth in the applicable Incremental Amendment or other document reasonably satisfactory to the Administrative Agent, the applicable Borrower(s) and the applicable New Term Loan (s).
Mandatory. Unless previously terminated, the Revolving Credit Facility shall be reduced to zero automatically and permanently on the last day of the Availability Period.
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