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. (a) The Adviser shall pay the costs of rendering its services pursuant to the terms of this Agreement, other than the costs of securities (including brokerage commissions, if any) purchased by the Funds.
(b) Each Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Trust) not specifically assumed by the Adviser. Expenses borne by each Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Trust's custodian and transfer agent; (iii) costs and expenses of pricing and calculating the net asset value per share for each class of the Fund and of maintaining the books and records required by the 1940 Act; (iv) expenditures in connection with meetings of shareholders and Trustees, other than those called solely to accommodate the Adviser; (v) compensation and expenses of Trustees who are not interested persons of the Trust or the Adviser ("Disinterested Trustees"); (vi) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vii) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (viii) legal, auditing, and accounting fees; (ix) trade association dues; (x) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (xi) brokerage commissions; (xii) taxes and governmental fees; and (xiii) extraordinary and non-recurring expenses.
(c) To the extent the Adviser incurs any costs which are an obligation of a Fund as set forth herein and to the extent such costs have been reasonably rendered, the Fund shall promptly reimburse the Adviser for such costs.
Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Co-Advisor for any such costs and expenses that have been paid by the Co-Advisor, 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) organizational expenses relating to borrowings and offerings of the Company’s securities and incurrences of indebtedness, subject to limitations included in this Agreement;
(b) the cost of effecting sales and repurchases of any securities of the Company;
(c) expenses incurred by the Co-Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel);
(d) 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;
(e) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts;
(f) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary’s investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary;
(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 Co-Advisor 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 oth...
Allocation of Costs and Expenses. CCU shall pay (or, to the extent incurred by and paid for by any member of the Entertainment Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Entertainment or any member of the CCU Group prior to and simultaneously with the consummation of the Distribution in connection with the Transactions, including (a) the preparation and negotiation of this Agreement, each Transaction Document (unless otherwise expressly provided therein), and all other documentation related to the Transactions and all related transactions, (b) 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, (c) the preparation and filing of Entertainment’s and its Subsidiaries’ organizational documents, (d) the preparation, printing and filing of the Form 10, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (e) the private letter ruling from the Internal Revenue Service sought in connection with the Transactions, (f) the initial listing of the Entertainment Common Stock on the NYSE, (g) the preparation (including, but not limited to, the printing of documents) and implementation of Entertainment’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans and (h) the Series B Preferred Stock Sale, but excluding all out-of-pocket fees, commissions, discounts, costs and expenses incurred in connection with the Credit Facility, the Series A Preferred Stock Issuance and the Series B Preferred Stock Issuance, which shall be the responsibility of Entertainment.
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) 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. 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. The Adviser shall reimburse the Company monthly for any salaries paid by the Company to officers, Directors, and full time employees of the Company who also are officers, general partners or employees of the Adviser or its affiliates. Except for such sub- accounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Company under the Administrative Services Agreement between the Company and the Adviser dated February 28, 1997, which was approved on December 6, 1996, by the Company's board of directors, including all of the independent directors, at the Company's request the Adviser shall also furnish to the Company, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Company. These services will include, among other things, the maintenance (but not preparation) of the Company's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Company shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Company from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Company shall pay all costs and expenses in connection with the operations and organization of the Company. Without limiting the generality of the foregoing, such costs and expenses payable by the Company include the following:
(a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Company and any Fund in connection with securities transactions to which the Company or any Fund is a party or in connection with securities owned by the Company or any Fund;
(b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Company or for any Fund;
(c) the interest on indebtedness, if any, incurred by the Company or any Fund;
(d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Company or any Fund to federal, state, county, city, or other gover...
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.