Overriding Events Costs and Expenses Sample Clauses

The "Overriding Events, Costs and Expenses" clause defines how certain extraordinary or unforeseen events impact the allocation of costs and expenses under a contract. Typically, this clause outlines which events—such as force majeure, regulatory changes, or other significant disruptions—will override standard cost responsibilities, specifying when and how additional expenses incurred due to these events are handled between the parties. Its core practical function is to provide a clear mechanism for addressing unexpected costs, ensuring that both parties understand their financial obligations if overriding events occur, and thereby reducing disputes related to unforeseen expenses.
Overriding Events Costs and Expenses. 8.01 Japanese Yen Transaction. This is an international loan transaction in which the specification of Japanese Yen and payment in the United States is of the essence, and Japanese Yen shall be the currency of account, of advance and of payment in all events. The obligation of the Bank to advance and of the Borrower to pay amounts due hereunder shall not be discharged by payment of an amount in another currency or in another place, whether pursuant to a judgment or otherwise. In the event that any payment, whether pursuant to a judgment or otherwise, shall be made in a currency other than Japanese Yen or in a place other than within the United States, such amount shall be promptly converted into Japanese Yen and transferred to New York under normal banking procedures at then prevailing spot market foreign exchange rates. In the event that any such payment does not satisfy the obligations of the Borrower hereunder, the Bank shall be entitled to demand immediate payment of, and shall have a separate cause of action against the Borrower for, the deficiency in respect of the payments due to it.
View Source
Overriding Events Costs and Expenses 
View SourceView Similar (5)

Related to Overriding Events Costs and Expenses

  • Sellers’ Costs and Expenses Except as may otherwise be provided in this Agreement, including Section 8.1, or in the Purchase Agreement, all expenses and costs incurred by the Sellers in connection with the performance of their obligations hereunder shall be the responsibility of, paid by and for the account of the Sellers.

  • Costs and Expenses The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

  • Attorneys’ Fees, Costs and Expenses In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

  • Costs and Expenses: Allocation of Costs A. The Transfer Agent will be responsible for all expenses, costs and other charges arising out of the performance of its obligations pursuant to this Contract, including the fees and disbursements of any third party retained to perform any of the services to the Fund on behalf of the Transfer Agent; all paper, typesetting, printing, stationery, envelopes, postage, labeling costs, mail sorting and other similar costs of preparing and mailing any dividend or redemption payment, all shareholder reports (including the cost of printing and mailing prospectuses sent to current shareholders, including the beneficial owners of Accounts), tax statements, confirmations, notices and statements of account; all telephone and computer equipment and usage charges; all personnel expenses, heat, light, rent, utilities, equipment purchases or rentals; all insurance premiums associated with FIIOC’s provision of services under this Contract, unless the Trustees of the Fund shall have specifically authorized an allocation of all or a portion of the premium to the Fund; all costs associated with the provision of check redemption services (including, the costs of printing and mailing of checks and checkbooks to shareholders, the charges of any vendor retained by the Fund to process checks for payment, and the charges of sending canceled checks to shareholders); and all other necessary expenses associated with the provision of services under the Contract. B. Notwithstanding the foregoing, the Fund shall be required to bear all expenses for all Accounts associated with: (i) all fees and expenses of registering shares for sale under the state securities laws (“blue sky charges”); and (ii) the holding of annual or special meetings of Fund shareholders, including: the costs of typesetting, printing, postage and mailing of notices, proxy cards and proxy statements (and, if requested by a shareholder, annual reports sent to those shareholders that have opened accounts subsequent to the last regular mailing date of such reports to shareholders); the fees and other disbursements of any agent hired to mail proxy materials and/or tabulate proxies; all charges incurred by any proxy soliciting agent; the reasonable and customary fees and handling charges of brokers, banks and other intermediaries for forwarding proxy materials; all other customary expenses associated with the holding of shareholder meetings. C. The Fund shall not bear expenses for Accounts associated with charges of any bank for establishing and operating accounts for the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds (together, “bank charges”). The Transfer Agent shall look exclusively to FMR for payment of bank charges. D. Any amounts earned by the bank accounts established pursuant to paragraph 3(D) above on overnight repurchase agreements or money market funds shall be allocated to the Fund on a pro rata basis based on the amount of moneys attributable to the Fund invested in such repurchase agreements or money market funds.

  • 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.