Allocation of Costs and Expenses Sample Clauses
POPULAR SAMPLE Copied 6 times
Allocation of Costs and Expenses. The Company will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Investment Manager”) pursuant to an investment advisory agreement to be entered into by and between the Company and the Investment Manager concurrent herewith (the “Investment Management Agreement”), including those relating to:
(a) organizational expenses of the Company;
(b) fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the investments of the Company, including, among others, professional fees (including the fees and expenses of counsel, consultants and experts) and fees and expenses relating to, or associated with, evaluating, monitoring, researching and performing due diligence on investments and prospective investments (including payments to third party vendors for financial information services);
(c) out-of-pocket fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the provision of managerial assistance to those portfolio companies of the Company that the Company agrees to provide such services to under the Investment Company Act (exclusive of the compensation of any investment professionals of the Investment Manager);
(d) interest or other costs associated with debt, if any, incurred to finance the Company’s business;
(e) fees and expenses incurred by the Company in connection with the Company’s membership in investment company organizations;
(f) brokers’ commissions;
(g) investment advisory and management fees;
(h) fees and expenses associated with calculating the Company’s net asset value (including the costs and expenses of any independent valuation firm);
(i) fees and expenses relating to offerings of the Company’s common stock and other securities;
(j) legal, auditing or accounting expenses;
(k) federal, state and local taxes and other governmental fees;
(l) the fees and expenses of the Administrator (or any successor administrator thereto), any sub-administrator to the Company, the Company’s transfer agent or sub-transfer agent, and any other amounts payable under this Agreement or any similar administration agreement or sub-administration agreement to which the Company may become a party;
(m) the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redempt...
Allocation of Costs and Expenses. All costs and expenses, including Acquisition Costs and Well Costs, relating to the Designated Property shall be shared as follows: (i) 100% to CWEI before Payout and (ii) 1% to CWEI and 99% to the Participants after Payout, apportioned among the Participants in proportion to the percentages listed on Exhibit A attached hereto.
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) i...
Allocation of Costs and Expenses. All fees and payments to the General Partner required by Section 4.12B, Commissions and costs incurred in connection with Identified Development Drilling (including any interest, commitment fees and other finance charges with respect to borrowing incurred in connection therewith) and Property Acquisition Costs will be charged 99% to the Unit Holders and 1% to the General Partner. All Organization and Offering Costs will be charged entirely to the General Partner (in consideration of which the General Partner will be paid the amount provided in the first sentence of Section 4.12B). Except as otherwise provided in this Article Five, Operating Costs, costs and expenses of Development Drilling, General and Administrative Costs, Direct Administrative Costs and all other Partnership costs and expenses will be charged to the accounts of the General Partner and the Unit Holders in the same proportions that Revenues are being allocated to them at the time such costs and expenses are incurred. Notwithstanding anything to the contrary contained herein, if and to the extent the Partnership sells any Producing Property and applies any portion of the proceeds thereof to the purchase of any additional Producing Properties, the Property Acquisition Costs of the additional Producing Properties shall, to the extent of the amount of such proceeds, be allocated to and borne by the General Partner and the Unit Holders in the same proportions that such sale proceeds were allocated and credited to them.
Allocation of Costs and Expenses. Genworth shall pay the underwriting fees, discounts and commissions, and certain costs and expenses attributable to or associated with the Initial Public Offering, including Genworth’s legal and financial advisors. Except for the foregoing or as otherwise expressly provided in this Agreement or any Transaction Document, costs and expenses associated with the Initial Public Offering directly incurred by the Company, including the Company’s legal advisors, shall be paid by the Company.
Allocation of Costs and Expenses. Subject to the terms of the Investment Agreements, GGP shall pay for all out-of-pocket fees, costs and expenses incurred by GGP or any of its Subsidiaries prior to the Effective Time in connection with the Transactions, including (i) the preparation and negotiation of this Agreement, each other Transaction Document (unless otherwise expressly provided therein), each of the financing transactions described in the Form 10 as occurring on or prior to the Plan Effective Date, including any financing transactions to be entered into by Spinco or any of its Subsidiaries and all other documentation related to the Transactions and all related transactions, (ii) the preparation and execution or filing of any and all other documents, agreements, forms, applications, Contracts or consents associated with the Transactions and all related transactions, (iii) the preparation and filing of Spinco’s and its Subsidiaries’ organizational documents, (iv) the preparation, printing and filing of the Form 10 and the information statement contained therein and/or any other required securities filings, including all fees and expenses of complying with applicable federal and state securities Laws and domestic securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (v) obtaining the Private Letter Ruling, (vi) the initial listing of the Spinco Common Stock on the New York Stock Exchange, (vii) the fees and expenses of Deloitte & Touche incurred in connection with the Form 10 and the information statement contained therein and/or any other required securities filings, (viii) the fees and expenses related to the bankruptcy proceeding of GGP and (ix) the fees and expenses of Weil, Gotshal & Xxxxxx LLP incurred in connection with rendering the legal opinions of outside tax counsel contemplated by Section 3.2(c).
Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall not be entitled to any additional compensation hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of February 14, 2023 by and between the Corporation and the Adviser. Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value; effecting sales and repurchases of shares of the Corporation’s common stock and other securities; investment advisory fees; fees and all other expenses payable to third parties relating to, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff in connection with activities for the benefit of the Corporation; expenses for branding, marketing and advertising the Corporation; office equipment and supplies and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent.
Allocation of Costs and Expenses. Each Party shall bear its own costs and expenses and an equal share of the arbitrators’ fees and the administrative fees of the entire arbitration. The place of arbitration shall be Monroe County, New York, unless otherwise agreed by both of the Parties.
Allocation of Costs and Expenses. GE shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group prior to and simultaneously with the consummation of the Initial Public Offering in connection with the Transactions, including (a) the preparation and negotiation of this Agreement, each Transaction Document (unless otherwise expressly provided therein), the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility and all other documentation related to the Transactions and all related transactions, (b) the preparation and execution or filing of any and all other documents, agreements, forms, applications, contracts or consents associated with the Transactions and all related transactions, (c) the preparation and filing of Genworth’s and its Subsidiaries’ organizational documents, (d) the preparation, printing and filing of any Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (e) the preparation, printing and distribution of each Prospectus, (f) the private letter ruling from the Internal Revenue Service sought in connection with the Transactions, (g) the initial listing of the Genworth Common Stock, the Series A Preferred Stock and the Genworth Equity Units on The New York Stock Exchange, (h) the fees and expenses of KPMG LLP incurred in connection with the IPO Registration Statement (excluding core-audit fees and expenses of KPMG LLP), (i) the fees and expenses of PricewaterhouseCoopers LLP incurred in connection with the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15, 2004) and (j) the preparation (including, but not limited to, the printing of documents) and implementation of Genworth’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or a...
Allocation of Costs and Expenses. The Adviser shall reimburse the Fund monthly for any salaries paid by the Fund to officers, Directors, and full-time employees of the Fund who also are officers, general partners or employees of the Adviser or its affiliates. Except for such subaccounting, recordkeeping, and administrative services which are to be provided by the Adviser to the Fund under the Administrative Services Agreement between the Fund and the Adviser dated October 20, 1993, which was approved on October 20, 1993, by the Fund's board of directors, including all of the independent directors, at the Fund's request the Adviser shall also furnish to the Fund, at the expense of the Adviser, such competent executive, statistical, administrative, internal accounting and clerical services as may be required in the judgment of the Directors of the Fund. These services will include, among other things, the maintenance (but not preparation) of the Fund's accounts and records, and the preparation (apart from legal and accounting costs) of all requisite corporate documents such as tax returns and reports to the Securities and Exchange Commission and Fund shareholders. The Adviser also will furnish, at the Adviser's expense, such office space, equipment and facilities as may be reasonably requested by the Fund from time to time. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Fund shall pay all costs and expenses in connection with the operations and organization of the Fund. Without limiting the generality of the foregoing, such costs and expenses payable by the Fund include the following:
(a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund and any Portfolio in connection with securities transactions to which the Fund or any Portfolio is a party or in connection with securities owned by the Fund or any Portfolio;
(b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Fund or for any Portfolio;
(c) the interest on indebtedness, if any, incurred by the Fund or any Portfolio;
(d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund or any Portfolio to federal, state, county, city, or other governmental agents;
(e) the fees and exp...