Expenses; Liabilities Sample Clauses

The "Expenses; Liabilities" clause defines which party is responsible for covering costs and bearing financial obligations that arise under the agreement. Typically, it outlines whether each party must pay its own expenses or if certain costs, such as legal fees, administrative charges, or third-party payments, are to be reimbursed by the other party. This clause ensures clarity regarding financial responsibilities, helping to prevent disputes over who should pay for specific expenses or liabilities incurred during the course of the contractual relationship.
Expenses; Liabilities. (a) Seller and Purchaser shall, except as otherwise specifically provided herein, bear their own respective expenses incurred in connection with the preparation, execution and performance of the Operative Documents and the transactions contemplated thereby, including, without limitation, all fees and expenses of agents, representatives, counsel and accountants. (b) Purchaser shall pay the fees and expenses due to any “broker” or “finder” or similar Person in connection with the Operative Documents or any of the transactions contemplated thereby.
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Expenses; Liabilities. (a) Seller and Purchaser will, except as otherwise specifically provided herein, bear their respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of their agents, representatives, counsel and accountants. (b) Except as otherwise set forth in this Agreement, Seller shall be responsible for the base premium for the title policy, state, countyand municipal documentary transfer taxes allocated by law to sellers, and one-half of any closing escrow fees for a cash only transaction, and Purchaser shall be responsible for the cost of any lender’s title insurance policy and all endorsements, if any, including extended coverage, if available, issued in connection therewith or with the owner’s policy, all recording fees for the Deed and any loan documents, all costs and fees associated with any lender or requirements of any lender on behalf of Purchaser, state, county and municipal documentary transfer taxes allocated by law to purchasers, one-half of any closing escrow fees for a cash only transaction and all money lender’s escrow fees and any survey costs. (c) Except as otherwise set forth in this Agreement, Seller is responsible for all fees and costs associated with servicing, maintaining and all other acts associated with the Property up to the Sale Date. (d) Except as otherwise set forth in this Agreement, Purchaser is responsible for all fees and costs associated with servicing, maintaining and all other acts associated with the Property after the Sale Date.
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Expenses; Liabilities. (1) Representatives and Commissioners shall serve without compensation. The Board may adopt guidelines to provide for reimbursement for ordinary and necessary expenses incurred by Representatives and Commissioners in carrying out their duties pursuant to the terms hereof from any available moneys of the Commission. (2) No Commissioner, Representative, officer, agent or employee of the Commission shall be liable for any action taken pursuant hereto in good faith or for an omission except gross negligence, or for any act of omission or Commission by any other Commissioner, Representative, officer, agent or employee of the Commission. (3) The Board may employ and consult with legal counsel concerning any questions which may arise with reference to the duties and powers of the Commission, the Representatives or the Commissioners or with reference to any other matter pertaining hereto; and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by the Commissioners hereunder in good faith in accordance with the opinion of such counsel, and the Board shall not be liable therefor.
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Expenses; Liabilities. The Fund and the Trust shall each be responsible for all of their expenses in connection with the Reorganization.
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Expenses; Liabilities. (a) Seller and Purchaser will, except as otherwise specifically provided herein, bear their respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of their agents, representatives, counsel and accountants. (b) Except as otherwise provided in this Agreement or where otherwise allocated by law, and where such allocation may not be waived, any and all transfer taxes (or transfer stamps), recording fees, escrow fees, fees, costs and expenses for the title search and the Title Commitments charged by the Title Company and other customary closing costs associated with transferring the Property from Seller to Purchaser will be shared equally by the Seller and Purchaser. However, in the event that Purchaser obtains financing for this transaction then Purchaser shall be solely responsible for all closing escrow fees charged by the Title Company and for all lender costs and fees whatsoever in nature. If no lender financing is utilized by Purchaser then all closing escrow fees charged by the Title Company shall be split equally by the Parties. (c) Except as otherwise set forth in this Agreement, Seller is responsible for all fees and costs associated with servicing, maintaining and all other acts associated with the Property up to the Sale Date. (d) Except as otherwise set forth in this Agreement, Purchaser is responsible for all fees and costs associated with servicing, maintaining and all other acts associated with the Property after the Sale Date.
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Expenses; Liabilities. The Seller and the Purchaser, except as otherwise specifically provided herein, shall bear their respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including, without limitation, all fees and expenses of agents, representatives, counsel and accountants.
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Expenses; Liabilities. (a) Seller and Purchaser shall, except as otherwise specifically provided herein, bear their respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated thereby, including, without limitation, all fees and expenses of agents, representatives, counsel and accountants. (b) Seller represents and warrants to Purchaser and Purchaser represents and warrants to Seller, that neither it nor any of its Affiliates nor any party acting on its behalf has incurred any liability, either express or implied, to any "broker" or "finder" or similar Person in connection with this Agreement or any of the transactions contemplated thereby. (c) Seller shall be responsible for the cost of preparing Assignments in recordable form and UCC-3 form amendments in fileable or recordable form and for the costs of recordation and filing of such Assignments and UCC-3 form amendments by Purchaser.
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Related to Expenses; Liabilities

  • Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.

  • Compensation, Expenses and Indemnification (a) The Company shall pay to the Auction Agent from time to time reasonable compensation for all services rendered by it under this Agreement and under the Broker-Dealer Agreements as shall be set forth in a separate writing signed by the Company and the Auction Agent, subject to adjustments if the AMPS no longer are held of record by the Securities Depository or its nominee or if there shall be such other change as shall increase materially the Auction Agent's obligations hereunder or under the Broker-Dealer Agreements. (b) The Company shall reimburse the Auction Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Auction Agent in accordance with any provision of this Agreement and of the Broker-Dealer Agreements (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any expense, disbursement or advance attributable to its negligence or bad faith. (c) The Company shall indemnify the Auction Agent for, and hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part arising out of or in connection with its agency under this Agreement and under the Broker-Dealer Agreements, including the costs and expenses of defending itself against any claim of liability in connection with its exercise or performance of any of its duties hereunder and thereunder, except such as may result from its negligence or bad faith.

  • ADVISOR’S LIABILITIES AND INDEMNIFICATION (a) The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein. (b) The Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any improper investment made by the Advisor in contradiction of the Investment Policies. (c) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of the obligations or duties hereunder on the part of the Advisor, the Advisor shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, the Fund or any shareholder of the Fund may have under any federal securities law or state law. (d) Each party to this Agreement shall indemnify and hold harmless the other party and the shareholders, directors, officers and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement; provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (e) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.

  • Indemnification Costs and Expenses Section 5.01 Indemnification by Regency. Regency agrees to indemnify the Purchaser, Energy Transfer Equity, L.P., LE GP, LLC and their respective Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to (a) the breach of any of the representations, warranties or covenants of Regency contained herein, provided such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (whether or not such Purchaser Related Party is a primary defendant) (i) with respect to any breach of fiduciary duty (whether arising at law, in equity or by contract) or (ii) any violation of law or regulation by any Regency Related Party, in the case of (i) or (ii) in connection with the entry into this Agreement and the performance of the transactions contemplated hereby; provided, however, that no Purchaser Related Party shall be entitled to recover special, consequential or punitive damages with respect to claims pursuant to clause (a) of this Section 5.01. Notwithstanding anything to the contrary, consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnification.

  • ADVISER’S LIABILITIES AND INDEMNIFICATION (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein. (b) The Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any improper investment made by the Adviser in contradiction of the Investment Policies. (c) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of the obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, the Fund or any shareholder of the Fund may have under any federal securities law or state law. (d) Each party to this Agreement shall indemnify and hold harmless the other party and the shareholders, directors, officers and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnified Party’s performance or non-performance of any duties under this Agreement; provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (e) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Adviser, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.