Fees and Expenses of Agents Sample Clauses

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Fees and Expenses of Agents. The Company shall have paid to Agents all costs, fees and expenses payable under Section 9.9.2 to the extent incurred before the Closing Date and presented to the Company for payment at least one Business Day before the Closing Date.
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Fees and Expenses of Agents. All reasonable fees and expense payable by the Debenture Holders' Representative to such agents, attorneys, counsel, accountants and other skilled persons or expert person as specified in Clause 4.2 above in carrying out its duties and obligations under this Agreement, the Conditions and Applicable Law shall be for the account of the Issuer, provided that such fees and charges have been agreed to by the Issuer, whose agreement shall not be unreasonably withheld or delayed.
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Fees and Expenses of Agents. (a) As is customary in transactions of this type, the Borrower shall be responsible for paying the fees and expenses of each Agent in connection with the Project, the Transaction Documents and the DOE Guaranteed Loans under all circumstances, pursuant to a separate written agreement with each Agent, without recourse to DOE by such Agent, the Sponsor, the Investor, the Borrower or any other Person. (b) In accordance with one or more letter agreements to be entered into between the Borrower and each Agent, the Borrower shall (i) from time to time on demand by such Agent, indemnify such Agent against any and all costs, claims, losses, expenses (including reasonable legal fees and expenses) and liabilities, that such Agent may incur in acting in its capacity as an Agent hereunder, other than by reason of its own gross negligence or willful misconduct; and (ii) without limitation of the foregoing, reimburse such Agent promptly upon demand for any out-of-pocket expenses (including reasonable legal fees and expenses) incurred by such Agent in connection with the preparation, execution, administration or enforcement of, or services provided in respect of rights or responsibilities under, the Transaction Documents. (c) All payments or reimbursements under this Section 9.7 shall be due and payable (i) at the times set forth in that certain fee letter, dated as of September 2, 2010, by and among the Borrower, the Sponsor and the Collateral Agent, or (ii) not later than ten Business Days after the Borrower's receipt of the Agent's request therefor from time to time, in each such case whether or not this Loan Guarantee Agreement is terminated or any Advance of the DOE Guaranteed Loans is made. (d) The Borrower and each Agent party hereto expressly acknowledge and agree that: (i) DOE shall not be financially liable to such Agent for any services rendered or expenses incurred in connection with the Project under any circumstances whatsoever, including whether any Advance occurs or under circumstances in which the Borrower fails to pay such fees and expenses; (ii) the Borrower shall acknowledge and pay all fees and expenses represented by periodic invoices for services rendered by such Agent to DOE with respect to the Project upon their periodic presentation thereof by such Agent, including prior to or on the Financial Closing Date; (iii) while the services provided by such Agent shall be rendered for the benefit of DOE in connection with the Project, the invoices of such...
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Fees and Expenses of Agents. All reasonable and actual fees and expense payable by the Bondholders' Representative to such agents, attorneys, counsel, accountants and other skilled persons or expert person as specified in Clause 4.2 above in carrying out its duties and obligations under this Agreement, the Conditions, the CGIF Guarantee and Applicable Law shall be for the account of the Issuer, provided that such fees and charges have been agreed to by the Issuer, whose agreement shall not be unreasonably withheld or delayed.
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Fees and Expenses of Agents 
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Related to Fees and Expenses of Agents

  • Certain Fees and Expenses (a) Provided that the Fund is not in material breach of its obligations under this Agreement, if the Merger is not consummated for failure of the condition to Closing contained in Section 7.1(f) to be satisfied and, as a result of such failure, CNLRP is obligated to pay the Company a break-up fee pursuant to the terms of the CNLRP Merger Agreement, the Company shall pay to the Fund as follows: (i) if the Fund has waived the condition to Closing contained in Section 7.1(f) and elected to proceed with the Merger, the Company shall pay to the Fund an amount equal to $8,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration; and (ii) if the Fund has not waived the condition to Closing contained in Section 7.1(f) and the Merger is not consummated, the Company shall pay to the Fund an amount equal to $5,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (b) If this Agreement shall be terminated by the Fund pursuant to Section 8.1(k), the Fund thereupon shall pay to the Company an amount equal to the lesser of (i) 4.0% of the value of the Merger Consideration; and (ii) $20,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (c) If this Agreement shall be terminated by the Company pursuant to Section 8.1(l), the Company shall pay to the Fund an amount equal to the lesser of (i) 4.0% of the value of the Merger Consideration; and (ii) $20,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (d) If this Agreement shall be terminated by the Company pursuant to Section 8.1(n) or by the Fund or the Company on or after June 30, 2005, and as of the date of termination the Transaction Financing Commitment Letter has not been received by the Company, the Company shall pay to the Fund an amount equal to $3,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (e) The payment of the amounts pursuant to this Section 8.4 shall be full compensation for the loss suffered by the Company or the Fund (as applicable) as a result of the failure of the Merger to be consummated (including, without limitation, opportunity costs and out-of-pocket costs and expenses) and to avoid the difficulty of determining damages under the circumstances. Any amount owed by the Company or the Fund pursuant to this Section 8.4 shall be paid by the Company to the Fund or the Fund to the Company (as applicable) in immediately available funds within two (2) business days after the date the event giving rise to the obligation to make such payment occurred. The Company and the Fund each acknowledge that the agreements contained in this Section 8.4 are integral parts of this Agreement; accordingly, if the Fund or the Company (as applicable) fails to promptly pay any amount owed pursuant to this Section 8.4 and, in order to obtain payment, the Fund or the Company (as applicable) commences a suit which results in a judgment against the other for any amounts owed pursuant to this Section 8.4, the losing party shall pay to the prevailing party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount owed at the prime rate of Bank of America, N.A. Payment of the fees described in this Section 8.4 shall not be in lieu of damages incurred in the event of breach of this Agreement.