Allocation of Costs and Expenses Clause Samples
The Allocation of Costs and Expenses clause defines how financial responsibilities for various costs and expenses are distributed between the parties involved in an agreement. Typically, this clause specifies which party is responsible for paying certain fees, such as legal costs, administrative charges, or third-party expenses incurred during the execution of the contract. By clearly outlining these obligations, the clause helps prevent disputes over payment and ensures that each party understands their financial commitments under the agreement.
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Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser for any such costs and expenses that have been paid by the Adviser, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to:
(a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s other securities and incurrences of indebtedness, subject to limitations included in this Agreement;
(b) the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party valuation services;
(c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company;
(d) expenses incurred by the Adviser or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel);
(e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments;
(f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts;
(g) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs);
(h) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data);
(i) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser and any custodian or other agent engaged by the Company
(j) all costs associated with the provision of information technology services;
(k) federal and any state registration or notification fees;
(l) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders;
(m) i...
Allocation of Costs and Expenses. All costs and expenses, including Acquisition Costs and Well Costs, relating to the Designated Property shall be shared as follows: (i) 100% to CWEI before Payout and (ii) 1% to CWEI and 99% to the Participants after Payout, apportioned among the Participants in proportion to the percentages listed on Exhibit A attached hereto.
Allocation of Costs and Expenses. The Adviser shall bear and pay the costs of rendering its services pursuant to the terms of this Agreement, including the fees paid to any sub-adviser which the Adviser may retain and any value added taxes due in connection therewith. The Fund shall bear and pay for all other expenses of its operation, including but not limited to, organizational and offering expenses of the Fund and expenses incurred in connection with the issuance and registration of shares of the Fund; fees of the Fund's custodian, transfer and shareholder servicing agent; costs and expenses of pricing and calculating the daily net asset value of the shares of the Fund and of maintaining the books of account required by the 1940 Act; expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; salaries of officers and fees and expenses of Trustees or members of any advisory board or committee who are not affiliated with or interested persons of the Fund or the Adviser; salaries of personnel involved in placing orders for the execution of the portfolio transactions of the Fund or in maintaining registration of shares of the Fund under state securities laws; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing reports, proxy statements and prospectuses of the Trust or other communications for distribution to its shareholders; legal, auditing, and accounting fees; trade association dues; fees and expenses or registering and maintaining registration of shares of the Fund for sale under applicable federal and state securities laws; and all other charges and costs associated with the Fund's operations, plus any extraordinary and non-recurring expenses, except as otherwise prescribed herein. To the extent the Adviser incurs any costs or performs any services which are an obligation of the Fund as set forth herein and to the extent such costs or services have been reasonably rendered, (a) the Fund shall promptly reimburse the Adviser for such costs and expenses, and (b) the Adviser shall be entitled to recover from the Fund the actual costs incurred by the Adviser in rendering such services.
Allocation of Costs and Expenses. Each Party shall bear its own costs and expenses and an equal share of the arbitrators’ fees and the administrative fees of the entire arbitration. The place of arbitration shall be Monroe County, New York, unless otherwise agreed by both of the Parties.
Allocation of Costs and Expenses. All fees and payments to the General Partner required by Section 4.12B, Commissions and costs incurred in connection with Identified Development Drilling (including any interest, commitment fees and other finance charges with respect to borrowing incurred in connection therewith) and Property Acquisition Costs will be charged 99% to the Unit Holders and 1% to the General Partner. All Organization and Offering Costs will be charged entirely to the General Partner (in consideration of which the General Partner will be paid the amount provided in the first sentence of Section 4.12B). Except as otherwise provided in this Article Five, Operating Costs, costs and expenses of Development Drilling, General and Administrative Costs, Direct Administrative Costs and all other Partnership costs and expenses will be charged to the accounts of the General Partner and the Unit Holders in the same proportions that Revenues are being allocated to them at the time such costs and expenses are incurred. Notwithstanding anything to the contrary contained herein, if and to the extent the Partnership sells any Producing Property and applies any portion of the proceeds thereof to the purchase of any additional Producing Properties, the Property Acquisition Costs of the additional Producing Properties shall, to the extent of the amount of such proceeds, be allocated to and borne by the General Partner and the Unit Holders in the same proportions that such sale proceeds were allocated and credited to them.
Allocation of Costs and Expenses. Subject to the terms of the Investment Agreements, GGP shall pay for all out-of-pocket fees, costs and expenses incurred by GGP or any of its Subsidiaries prior to the Effective Time in connection with the Transactions, including (i) the preparation and negotiation of this Agreement, each other Transaction Document (unless otherwise expressly provided therein), each of the financing transactions described in the Form 10 as occurring on or prior to the Plan Effective Date, including any financing transactions to be entered into by Spinco or any of its Subsidiaries and all other documentation related to the Transactions and all related transactions, (ii) the preparation and execution or filing of any and all other documents, agreements, forms, applications, Contracts or consents associated with the Transactions and all related transactions, (iii) the preparation and filing of Spinco’s and its Subsidiaries’ organizational documents, (iv) the preparation, printing and filing of the Form 10 and the information statement contained therein and/or any other required securities filings, including all fees and expenses of complying with applicable federal and state securities Laws and domestic securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (v) obtaining the Private Letter Ruling, (vi) the initial listing of the Spinco Common Stock on the New York Stock Exchange, (vii) the fees and expenses of Deloitte & Touche incurred in connection with the Form 10 and the information statement contained therein and/or any other required securities filings, (viii) the fees and expenses related to the bankruptcy proceeding of GGP and (ix) the fees and expenses of Weil, Gotshal & ▇▇▇▇▇▇ LLP incurred in connection with rendering the legal opinions of outside tax counsel contemplated by Section 3.2(c).
Allocation of Costs and Expenses. (a) Lorillard shall pay (or, to the extent incurred by and paid for by any member of the Loews Group, will promptly reimburse such member of the Loews Group for any and all amounts so paid) for:
(i) all fees, costs and expenses (including fees and expenses of counsel) related to Lorillard’s organizational documents;
(ii) all fees, costs and expenses (including fees and expenses of counsel) related to the listing of Lorillard common stock on any domestic or foreign securities exchange and associated costs;
(iii) all fees, costs and expenses (including fees and expenses of counsel) related to the preparation of (1) documents related to Lorillard’s employee benefit plans, retirement plans and equity-based plans to be in effect following the Separation, (2) the descriptions thereof in the Registration Statement and Prospectus, and (3) the “Management” section of the Registration Statement and Prospectus;
(iv) all fees, costs and expenses (including fees and expenses of counsel) of the independent accountants associated with the financial statements, management’s discussion and analysis of Lorillard’s financial condition and results of operation and the other financial information of Lorillard set forth in the Registration Statement and Prospectus; and
(v) 50% of the fees payable to ▇▇▇▇▇▇ Brothers for financial advisory services in connection with the Separation.
(b) Loews shall pay (or, to the extent incurred by and paid for by any member of the Lorillard Group, will promptly reimburse such member of the Lorillard Group for any and all amounts so paid) for:
(i) all fees, costs and expenses (including fees and expenses of counsel) related to the Ruling Request;
(ii) all fees, costs and expenses (including fees and expenses of counsel) of the independent accountants associated with the pro forma financial information of Loews set forth in the Registration Statement and Prospectus, and with the issuance of a comfort letter with respect to the Registration Statement;
(iii) 50% of the fees payable to ▇▇▇▇▇▇ Brothers for financial advisory services in connection with the Separation;
(iv) 100% of the fees payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and ▇.▇. ▇▇▇▇▇▇ for financial advisory services in connection with the Separation; and
(v) 100% of the fees payable to any dealer manager in the Exchange Offer.
(c) Except as otherwise provided in Section 2.1(a) and Section 2.1(b), Lorillard and Loews shall each pay 50% of the aggregate fees, costs and expenses (includin...
Allocation of Costs and Expenses. (a) Each Fund shall bear all expenses not expressly assumed by TFS hereunder incurred in the operation of the Fund and the offering of its shares. Without limiting the foregoing, the Fund shall bear: compensation of Trustees/Directors not affiliated with TFS; governmental fees; interest charges; any expenses in connection with any preferred shares or any form of leverage; taxes (including issue and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund or a Portfolio is a party); membership dues in the Investment Company Institute or other trade association allocable to the Fund; fees and expenses of the Fund’s independent auditors, of legal counsel and of any custodian, distributor, investment adviser, subadviser, shareholder servicing agent, transfer agent, registrar or dividend disbursing agent, fund accounting or other agent or service provider of the Fund; expenses of issuing, distributing and redeeming shares of the Fund and servicing shareholder accounts; expenses of typesetting, producing, filing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to shareholders and governmental officers and commissions (including costs of software designed to manage the content and data of registration statements, including Command Automated Publishing System and Confluence software and XBRL related software); costs and expenses related to new services mandated by law to be provided to the Fund; expenses of producing and mailing agendas and supporting documents for meetings of Trustees/Directors and committees of Trustees/Directors; costs of meetings of the Board of Trustees/Directors or any committee thereof; expenses connected with the execution, recording and settlement of portfolio security transactions (including brokerage commissions and dealer ▇▇▇▇-ups chargeable to the Fund or a Portfolio); insurance premiums (including premiums on the fidelity bond insuring the Fund); fees and expenses of the Fund’s custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; charges and expenses for pricing and appraisal services; compensation of any employee of the Fund retained by the Trustees/Directors to perform services on behalf of the Fund; any direct charges to shareholders approved by the Trustees/Directors of the Fund; expenses of calculating the net asset value of shares of th...
Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of February 14, 2023 by and between the Corporation and the Adviser. Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of shares of the Corporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating to, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff in connection with activities for the benefit of the Corporation; expenses for branding, marketing and advertising the Corporation; office equipment and supplies and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent.
Allocation of Costs and Expenses. The Fund shall bear all other costs and expenses of its operations and transactions and not specifically assumed by the Adviser pursuant to that certain Investment Advisory Agreement, dated as of [____], [____], by and between the Fund and the Adviser, as the same may be amended or restated from time to time (the “Investment Advisory Agreement”), including, without limitation, those relating to: (a) the Fund’s organizational expenses; (b) calculating the Fund’s net asset value (including the costs and expenses of any independent valuation firm); (c) debt service and other costs of borrowings or other financing arrangements; (d) fees and expenses, including legal, consulting or other professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares and other securities, including costs related to the use of one or more dealer managers and/or underwriters; (k) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (w) fees and expenses associated with independent audits and outside legal costs; (x)...