Fees and Reimbursement of Expenses Sample Clauses

Fees and Reimbursement of Expenses. In addition to all fees, expenses and miscellaneous fees or charges provided for under the Fund Accounting Agreement, BISYS shall be entitled to receive $10,000 per fiscal year of the Trust, reflecting the amounts charged by BISYS for the performance of services under this Amendment.

Fees and Reimbursement of Expenses. (a) Borrower shall pay to Lender the Fees set forth in Item 9(a) of the Terms Schedule and shall reimburse Lender for all reasonable costs and expenses incurred in connection with examinations of Borrower’s Books and appraisals of the Collateral and such other matters as Lender shall deem reasonable and appropriate, as set forth in Item 9(b) of the Terms Schedule. (b) If, at any time or times regardless of whether or not any Event of Default then exists, Lender incurs reasonable legal or accounting expenses or any other out-of-pocket costs or expenses in connection with the loan transaction described herein, including reasonable fees and expenses incurred in connection with: (i) the negotiation and preparation of any amendment of or modification of this Agreement or any of the other Loan Documents or documents evidencing or otherwise relating to any workout, restructuring or forbearance with respect to any Loan Documents or any Obligations; (ii) the administration of this Agreement or any of the Loan Documents and the transactions contemplated hereby and thereby; (iii) any litigation, contest, dispute, suit, proceeding (including any Insolvency Proceeding) or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any or the other Loan Documents or Borrower; or (iv) any attempt to enforce any rights of Lender against Borrower or any other Person which may be obligated to Lender by virtue of this Agreement or any of the other Loan Documents, including any Obligor; or (v) any consultations regarding any Loan Documents or preparation thereof, or financing extended thereunder; then all such reasonable legal and accounting expenses, other reasonable out-of-pocket costs and expenses of Lender shall be charged to Borrower, shall be Obligations secured by all of the Collateral, shall be payable to Lender on demand, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Revolver Loans from time to time. (c) All Fees shall be fully earned by Lender when due and payable and, except as otherwise set forth herein or required by applicable law, shall not be subject to rebate, refund or proration. All Fees provided for in this Section 2.4 are and shall be deemed to be compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money.

Fees and Reimbursement of Expenses. 5.1 KCF is entitled to an agreed monthly retainer in the amount of €27,500 (which already includes the IPO-evaluation) for the IPO-Sub-Phase 1 and IPO-Sub Phase 2. From January 2019 on the retainer will be a monthly retainer of €18,000. The amount will be invoiced on a monthly basis for a maximum of nine (9) months. In case an IPO can be realized before the ninth months, the retainer will end with the realization of the IPO. It is agreed between the parties, that 60% of the retainer for a maximum of seven (7) months will be deducted from the IPO success fee. 5.2 This Project is highly success-driven. In the event of an IPO, KCF is entitled to a success fee amounting to the agreed and already negotiated amount of 0.95% of the IPO contract CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. value [Please note: average international standard is between 0.75% and 1.5%]. The IPO contract value is defined as the proceeds and money raised for the shareholders of VIA optronics (or their successor company) and/or the Client (or its successor company) out of the IPO. The success fee is due at day of the first stock listed IPO-date. 5.3 Travel expenses incurred in connection with the performance of the Project contract will be borne by the Client. Travel expenses will be verified and settled monthly. Travel expenses must be approved by the Client in advance. Travel expenses are based on €0.70 per vehicle kilometer or car rental expenses and reimbursement of air and rail travel (within the EU “Economy class”; outside the EU “Business Class”; First class train tickets). 5.4 A lump-sum cost (telephone, courier services, color copies, etc.) is charged per month in the amount of €750, as significant international telephone charges and courier and copy costs have occurred in the last months already. 5.5 In the event that VIA optronics decides to terminate the IPO process, KCF is entitled to a break-up fee of €175.000 in total, which is estimated about 15-20% of the expected success fee of KCF. As mutually agreed and based on the trustful relationship, this is a significant deduction of the overall efforts KCF is providing since VIA optronic’s IPO evaluation. The terms for the eligibility of the break-up fee are as follows: 5.5.1 [***] 5.5.2 [***] 5.5.3 [***] 5.5.4 [***] 5.6 VAT at the statutory rate is additionally payable on a...

Fees and Reimbursement of Expenses. (a) For its services hereunder, the Partnerships, the Sponsor and the Company, jointly and severally, agree to pay Dealer Manager as dealer manager fee equal to $80,000 ("Dealer Manager Fee"). In addition, the Company shall issue to Dealer Manager a warrant to purchase 35,000 shares of Common Stock of the Company at a purchase price of $1.00 per share, which warrant shall be in substantially the form attached hereto a Exhibit A. The Partnerships, the Sponsor and the Company, jointly and severally, agree to pay all (i) expenses of preparing the Offer Materials, (ii) appraisal, financial advisory and accounting fees and related expenses incurred in connection with the Consolidation, (iii) expenses incident to the qualification or registration of the Shares under securities laws in accordance with the terms of this Agreement, including filing fees of the Commission, the National Association of Securities Dealers, Inc. and applicable state governmental agencies and the fees and expenses of counsel in connection therewith and in connection with the preparation of a Blue Sky memorandum if necessary, (iii) charges for printing of the Offer Materials, (iv) travel and entertainment expenses of any roadshow or other meetings related to marketing the Consolidation as reasonably approved by a Sponsor, (v) other reasonable out-of-pocket expenses incurred by you (other than any expense that may be deemed Solicitation Expenses as described below) in connection with your services pursuant to this Agreement or and (vi) other expenses incurred or authorized by any Partnership, the Sponsor, or the Company, in connection with the Consolidation (collectively, with the Dealer Manager Fees, the "Transaction Expenses"). Notwithstanding the foregoing, (i) in the event the Consolidation is consummated, but the merger of a Partnership is not approved by the requisite vote of the Partners of such Partnership, then the Sponsor shall solely bear and be responsible for all Transaction Expenses payable with respect to that portion of the Transaction Expenses attributable to such Partnership on the basis of its respective Exchange Value, and (ii) in the event the Consolidation is not consummated with respect to any of the Partnerships, then the Sponsor shall solely bear and be responsible for a percentage of the Transaction Expenses allocable to each Nonparticipating Partnership (on the basis of its respective Exchange Value) equal to the percentage of votes to reject the Consolidation of...

Fees and Reimbursement of Expenses. (a) The Company agrees to pay to the Administrative Agent, for the ratable benefit of each consenting Lender, an irrevocable and non-refundable fee in an amount equal to 0.05% of such Lender’s Commitment (the “Work Fee”), which Work Fee shall be fully earned and payable on the Amendment No. 1

Fees and Reimbursement of Expenses. Upon execution of this Engagement Letter, the Company shall pay to each Co-Manager a non-refundable retainer fee of $20,000 (for a total of $40,000) (the "Retainer Fee"). Additionally, the Company agrees to pay the Co-Managers an advisory fee (the "Advisory Fee") equal to: · two percent (2%) of the gross proceeds from shares purchased by current shareholders through the exercise of the basic subscription right; plus, · an additional two percent (2%) of the gross proceeds from shares purchased by current shareholders through the exercise of the basic subscription right if current shareholders exercise greater than 35% of their basic subscription rights (excluding shares purchased through exercise of the oversubscription privilege); plus, · five percent (5%) of the gross proceeds from shares purchased by current shareholders through the exercise of the oversubscription privilege; plus, · five percent (5%) of the gross proceeds from shares purchased by standby purchasers and other purchasers (except from shares purchased by Wellington, JAM, Endicott or Cloister or any of their affiliates); plus, · six percent (6%) of the gross proceeds from shares purchased by Wellington, JAM, Endicott or Cloister or any of their affiliates, irrespective of which portion of the Transaction in which the shares are purchased. The Advisory Fee shall be divided into two parts, a management fee (the "Management Fee") and a sales credit (the "Sales Credit"), which are to be calculated as follows: · The Management Fee equals seventy percent (70%) of the total Advisory Fee. The Company shall pay to Compass sixty percent (60%) of the Management Fee and shall pay to Boenning forty percent (40%) of the Management Fee. · The Sales Credit equals thirty (30%) of the total Advisory Fee. When purchasers submit orders in the Offering they may designate their shares to either Co-Manager. The Co-Managers will split the Sales Credit proportionally based upon how many shares are designated to each Co-Manager. The aggregate shares that are not designated with either Co-manager will be split fifty (50%)/fifty (50%) between the Co-Managers. The Advisory Fee owed to the Co-Managers shall be diminished by an amount equal the aggregate Retainer Fee paid to the Co-Managers under this Engagement Letter. In addition to the foregoing fees, and regardless of whether any Offering is consummated, the Company shall reimburse the Co-Managers for their reasonable attorney's fees and related legal expenses, not t...

Fees and Reimbursement of Expenses. Borrower agrees to pay all fees and expenses, including attorneys’ fees, incurred by Lender in the negotiation of and preparation of this Loan Agreement, the Note, and the Lockbox Agreement. Lender’s fees and expenses, including attorneys’ fees, total $3,948 as of the effective date hereof, which amount will increase as the parties formalize the Lockbox Agreement. Borrower agrees that this amount will be included in the Initial Advance, as defined below. In addition, the Borrower shall promptly reimburse the Lender for any and all expenses, fees and disbursements including, but not limited to, reasonable attorneys’ fees, incurred in connection with the interpretation, performance and enforcement of this Loan Agreement, the Loan Documents and any instruments or documents related thereto, and all costs and expenses of collection of the Loan made hereunder or any loans made hereinafter including, but not limited to, reasonable attorneys’ fees, whether or not suit is filed or for the pursuance of, or defense of, any litigation, appellate, bankruptcy or insolvency proceeding.

Fees and Reimbursement of Expenses. The Administrative Agent, the Arrangers and the Lenders shall have received all fees and other amounts due and payable on or prior to the Closing Date, including the Fees referred to in Section 4.1 payable on the Closing Date.

Fees and Reimbursement of Expenses. (a) As consideration for the pledge of the Collateral, for so long the Collateral is pledged to and held by the Bank, ▇▇▇▇▇ ▇▇▇▇▇ hereby agrees to pay to the LLC a quarterly fee (the “Quarterly Fee”) equal to 0.5% of the Collateral actually pledged (or if the Commitment has been reduced pursuant to Section 3.2(b) of the Credit Agreement or other agreement of ▇▇▇▇▇ ▇▇▇▇▇, then on such portion of the Collateral as is required by the Bank in respect of such Commitment) on the last day of the month prior to such Quarterly Fee’s due date. The Quarterly Fees due under this Agreement shall be due on the 17th day of January, April, July and October. (b) [reserved] (c) In addition to the Quarterly Fees due under this Agreement, ▇▇▇▇▇ ▇▇▇▇▇ shall, within five days of receiving a request from the LLC, reimburse the LLC for all LLC costs and expenses incurred by the LLC in connection with this Agreement, the Loan, the Loan Documents, the Pledge Documents, and the pledge of the collateral (collectively, the “Reimbursed Expenses”). The Reimbursed Expenses shall include, but are not limited to, reasonable legal, accounting, custody and Bank fees, expenses, and costs incurred by the LLC in its formation, initial funding, and throughout the term of this Agreement (except to the extent related to LLC activities after the date hereof which are unrelated to this Agreement or the Loan Documents). (d) All payments made under this Agreement shall be paid by ▇▇▇▇▇ ▇▇▇▇▇ in cash pursuant to a check or wire transfer made payable to the LLC.