Common use of Fee and Costs Clause in Contracts

Fee and Costs. The Borrower will reimburse the Purchasers for reasonable, documented out-of-pocket expenses for (i) one primary counsel to the Purchasers plus, if reasonably necessary, one local counsel in each applicable jurisdiction material to the interests of the Purchasers, in each case except allocated costs on in-house counsel, (ii) accountants and (iii) other professional advisors, and (iv) other out-of-pocket expenses incurred by Purchasers in connection with their due diligence, negotiation and documentation of the transactions contemplated by the Note Documents. At Purchasers’ election, such reimbursed amounts may be deducted from the purchase price for the Notes. All amounts due under this Section 2.6 shall be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail.

Appears in 2 contracts

Sources: Note Purchase Agreement (Vacasa, Inc.), Note Purchase Agreement (Vacasa, Inc.)