Costs That Are Not Reimbursable Clause Samples

The "Costs That Are Not Reimbursable" clause defines which expenses incurred by a party will not be eligible for reimbursement under the contract. Typically, this clause lists specific types of costs—such as fines, penalties, or expenses not pre-approved by the other party—that cannot be claimed for repayment. By clearly outlining these exclusions, the clause helps prevent disputes over payment and ensures both parties understand their financial responsibilities.
Costs That Are Not Reimbursable. Notwithstanding anything else to the contrary contained in any Transaction Document, without the prior written consent of the Initial Member (which may be withheld, conditioned or delayed in the Initial Member’s sole and absolute discretion), in no event may the Manager deduct from the Asset Proceeds, or otherwise use Asset Proceeds (or Company funds) to reimburse itself, the Servicer, any Subservicer or any JDC Contractor or pay for, any Excluded Expenses (all of which must be borne by the Manager in its individual capacity).
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Costs That Are Not Reimbursable. Notwithstanding anything else to the contrary contained herein or in any Ancillary Document, without the prior written consent of the Initial Member (which may be withheld in the Initial Member’s sole and absolute discretion), in no event may the Manager deduct, from the Loan Proceeds, or otherwise use Loan Proceeds to reimburse itself or any Servicer or Subservicer or pay for, any of the following (all of which shall be borne by the Manager in its individual capacity) (collectively, the “Excluded Expenses”): (i) any expenses or costs that are not incurred in accordance with the Servicing Standard or, to the extent applicable, the ▇▇▇▇▇▇ ▇▇▇ Guidelines; (ii) any expenses or costs that are paid to any Affiliate of the Manager or the Company, or any Affiliate of any Servicer or any Subservicer; provided, Excluded Expenses under this clause (ii) do not include amounts payable to the Servicer pursuant to the Servicing Agreement or to any Subservicer pursuant to any Subservicing Agreement that would be deemed Excluded Expenses under this clause (ii) solely as a result of such Servicer or Subservicer being an Affiliate of the Manager or the Company, so long as such amounts would otherwise constitute Servicing Expenses but for application of this clause (ii); (iii) any fees or other compensation to or expenses of financial advisers, except to the extent the same are incurred as brokerage fees or sales commissions incurred (x) to market or sell the Loans or any Acquired Property in a Bulk Sale, the terms of which Bulk Sale (including the financial adviser’s or broker’s fees) are approved in advance by the Initial Member); and (y) in connection with the marketing or sale of any Acquired Property (including any REO Property) or any portion thereof on an individual basis; (iv) any fine, tax or other penalty, late fee, service charge, interest or similar charge, costs to release Liens or any other costs or expenses (including legal fees and expenses) incurred by or on behalf of the Company or any Manager (in its capacity as such or in its individual capacity) as a result of the Company’s or any Manager’s or the Servicer’s or any Subservicer’s failure to service any Loan or Underlying Collateral properly in accordance with the applicable Loan Documents, this Agreement, the Servicing Agreement, any Subservicing Agreement or otherwise, or failure to make a payment in a timely manner, or failure otherwise to act in a timely manner; (v) any interest on any amounts paid by ...
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Costs That Are Not Reimbursable. Notwithstanding anything else to the contrary contained herein or in any Ancillary Document, without the prior written consent of the Participant (which may be withheld in the Participant’s sole and absolute discretion), in no event may the Company deduct from the Loan Proceeds, or otherwise use Loan Proceeds to reimburse itself or pay for, any of the following: (i) any expenses or costs that are not incurred in accordance with the Servicing Standard or the ▇▇▇▇▇▇ ▇▇▇ Guidelines; (ii) any expenses or costs that are paid to any Affiliate of the Company, or any Affiliate of the Servicer or any Subservicer, except as is otherwise expressly permitted pursuant to this Agreement; (iii) any expenses incurred by the Company to become a member of the Mortgage Electronic Registration Systems or to maintain the Company therein as a member in good standing; (iv) any fees or other compensation to or expenses of financial advisers, except to the extent the same are incurred as brokers’ fees or sales commissions incurred to market or sell the Loans or any Acquired Collateral in a bulk sale, the terms of which bulk sale (including the financial adviser’s or broker’s fees) are approved in advance by the Participant); (v) any fine, tax or other penalty, late fee, service charge, interest or similar charge, costs to release Liens or any other costs or expenses (including legal fees and expenses) incurred by or on behalf of the Company as a result of the Company’s or the Servicer’s or any Subservicer’s failure to service any Loan or Collateral properly in accordance with the applicable Loan Documents, this Agreement, the Servicing Agreement, any Subservicing Agreement or otherwise, or failure to make a payment in a timely manner, or failure otherwise to act in a timely manner; (vi) any interest on any Servicing Expenses or Working Capital Advances; (vii) any overhead or administrative costs incurred by the Company or any other Person (including any expenses incurred by the Company or any Servicer or Subservicer to comply with Section 5.05, other than to the extent expressly provided to the contrary in Section 5.05(b)); or (viii) any servicing, management or similar fees paid to the Servicer, any Subservicer or any other Person.
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Related to Costs That Are Not Reimbursable

  • Reimbursement for Costs The Grantee shall be paid on a cost reimbursement basis for all eligible Project costs upon the completion, submittal, and approval of each deliverable identified in the Grant Work Plan. Reimbursement shall be requested on Exhibit C, Payment Request Summary Form. To be eligible for reimbursement, costs must be in compliance with laws, rules, and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures, which can be accessed at the following web address: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/docs-sf/accounting-and-auditing-libraries/state- agencies/reference-guide-for-state-expenditures.pdf.

  • 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) interest payable on debt, if any, incurred to finance the Company’s investments; (n) transfer agent and custodial fees; (o) fees and expenses associated with the Company’s marketing efforts (including travel and attendance at investment conferences and similar events); (p) all costs of registration and listing the Company’s securities on any securities exchange; (q) federal, state and local taxes; (r) fees and expenses of Independent Trustees (as defined below); (s) overhead costs, including rent, office supplies, utilities and capital equipment; (t) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (u) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (v) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (w) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the 1940 Act and applicable federal and state securities laws; (x) internal legal expenses (including those expenses associated with preparing the Company’s public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (y) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (z) brokerage commissions for the Company’s investments; (aa) computer software specific to the business of the Company; (bb) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) 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); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser and or any affiliate thereof in connection with administering the Company’s business; (ff) all other expenses incurred by the Company or the Adviser, or by any affiliate thereof that the Adviser has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Adviser or any affiliate thereof in performing the Adviser’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Fund’s and the Master Fund’s respective organizational documents.

  • Reimbursement of Costs and Expenses Seller shall have paid, or reimbursed Purchaser for, all reasonable and documented out-of-pocket expenses, including but not limited to reasonable legal fees of outside counsel and reasonable and due diligence fees, actually incurred by Purchaser in connection with the development, preparation and execution of this Agreement, the other Transaction Documents and any other documents prepared in connection herewith or therewith.

  • Reimbursement of Costs Incurred The Contractor agrees to reimburse the Authorized User promptly for any and all additional costs and expenses incurred for acquiring acceptable services, and/or replacement Product. Should the cost of cover be less than the Contract price, the Contractor shall have no claim to the difference. The Contractor covenants and agrees that in the event suit is successfully prosecuted for any default on the part of the Contractor, all costs and expenses, including reasonable attorney’s fees awarded by a court of competent jurisdiction, shall be paid by the Contractor.

  • Expenses and Reimbursement The Legal Services expenses (the "Legal Services Expenses") for which Van Kampen may be reimbursed are salary and salary related ▇▇▇▇▇▇▇▇, including but not limited to bonuses, group insurance and other regular wages paid to the personnel of the Legal Services Group. Each member of the Legal Services Group will complete as of the last business day of each month, a time allocation sheet indicating the monthly time spent (reflected as a percentage) on matters relating to the Funds, on matters relating to other funds for which Van Kampen or its subsidiaries act as investment adviser and ▇▇▇▇▇▇▇utor ("Van Kampen Non-Participating Funds") and for other matters. ▇▇▇ ▇▇▇▇egate of time spent on matters for the Funds and Van Kampen Non-Participating Funds is referred to herein a▇ ▇▇▇ "▇▇▇▇ Percentage". Each member's Fund Percentage shall be multiplied by each member's individual Legal Service Expense; the resulting product for each member shall then be aggregated to arrive at the Legal Services Expenses that can be allocated as set forth in Paragraph 4 ("Allocable Legal Services Expenses"). The Legal Services Expenses will be paid by Van Kampen (or the affiliate of Van Kampen employing such Legal ▇▇▇▇ices Group persons) an▇ ▇▇▇▇ ▇▇▇tion of such Legal Services Expenses allocated to the Funds as set forth in Paragraph 4 shall be reimbursed by the Funds. Van Kampen will tender to each Fund a monthly invoice with▇▇ ▇▇▇▇ ▇▇siness days of the last business day of each month which shall certify the total Legal Service Expenses expended and allocated to such Fund. Except as provided herein, Van Kampen will receive no other compensation in connectio▇ ▇▇▇▇ ▇▇▇al Services rendered in accordance with this Agreement, and Van Kampen and its affiliates will be responsible for all ▇▇▇▇▇ ▇▇▇▇nses relating to the providing of Legal Services.