Expenses Contract Clauses (5,091)

Expenses. The Company shall reimburse the EC Parties for their reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with the negotiation and execution of this Agreement, provided that such reimbursement shall not exceed $100,000 in the aggregate. Such reimbursement shall be made by the Company within five (5) Business Days after the later to occur of the date of execution of this Agreement and the date on which the Company receives appropriate documentat...ion from the EC Parties evidencing such out-of-pocket fees and expenses for which the EC Parties are seeking reimbursement. 6 12. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand, with written confirmation of receipt; (b) upon sending if sent by facsimile to the facsimile numbers below, with electronic confirmation of sending, (c) upon sending if sent by electronic mail to the electronic mail addresses below, with confirmation of receipt from the receiving party by electronic mail; (d) one day after being sent by a nationally recognized overnight carrier to the addresses set forth below; or (e) when actually delivered if sent by any other method that results in delivery, with written confirmation of receipt: If to the Company: with mandatory copies (which shall not constitute notice) to: Navigant Consulting, Inc. 150 N. Riverside Plaza, Suite 2100 Chicago, Illinois 60606 Attention: Monica M. Weed Email: monica.weed@navigant.com Sidley Austin LLP 1 South Dearborn Chicago, IL Attention: Thomas A. Cole Kai H. Liekefett Scott R. Williams Email: tcole@sidley.com kliekefett@sidley.com swilliams@sidley.com If to any EC Party: with mandatory copies (which shall not constitute notice) to: Engine Capital, L.P. 1370 Broadway, 5th Floor New York, New York 10018 Attention: Arnaud Ajdler Email: aajdler@enginecap.com Olshan Frome Wolosky LLP1325 Avenue of the AmericasNew York, NY 10019Attention: Andrew M. FreedmanFax: (212) 451-2222Email: AFreedman@olshanlaw.com 13. Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties hereto agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party hereto waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, 7 and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party hereto consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 12. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. View More

Expenses. All expenses incurred by the Company in complying with its obligations pursuant to this Agreement shall be paid by the Company. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties) and the expense of any annual audits.

Expenses. Subject to the terms and conditions of this Agreement, each Party hereto shall bear all fees and expenses incurred by such Party in connection with, relating to or arising out of the execution, delivery and performance of this Agreement and the consummation 19 of the transactions contemplated hereby, including, without limitation, attorneys', accountants' and other professional fees and expenses.

Expenses. In addition to payment to Maxim of the compensation set forth in Section 3 hereof, the Company shall promptly upon request from time to time reimburse Maxim for all reasonable expenses (including, without limitation, reasonable fees and disbursements of counsel and all travel and other out-of-pocket expenses) incurred by Maxim in connection with its engagement hereunder. Maxim will provide the Company an invoice and copies of receipts pursuant to its expenses and such expenses shall not exceed $...5,000 in the aggregate without prior and specific authorization of the Company; provided that the foregoing limitation and consent shall not apply to legal fees. View More

Expenses. Debtor shall promptly on demand pay all reasonable costs and expenses, including the reasonable fees and disbursements of counsel to Lender, incurred by Lender in connection with (i) the negotiation, preparation and review of this Security Agreement (whether or not the transactions contemplated by this Security Agreement shall be consummated), (ii) the enforcement of this Security Agreement, (iii) the custody and preservation of the Collateral, (iv) the protection or perfection of Lender's right...s and interests under this Security Agreement in the Collateral, (v) the exercise by or on behalf of Lender of any of its rights, powers or remedies under this Security Agreement and (vi) the prosecution or defense of any action or proceeding by or against Lender, Debtor or any other Person concerning any matter related to this Security Agreement, any of the Collateral, or any of the Outstanding Obligations. All such amounts shall bear interest from the date demand is made at the default rate of interest provided for in Section 3.1 of the Credit Agreement and shall be included in the Outstanding Obligations. Debtor's obligations under this section shall survive the payment in full of the Outstanding Obligations and the termination of this Security Agreement. View More

Expenses. At the Closing, the Company shall reimburse the Advisor for all reasonable costs and expenses incurred by the Advisor (including reasonable fees and disbursements of counsel) in connection with the performance of its services hereunder; provided, however, all expenses in excess of $5,000 in the aggregate shall be subject to the Company's prior written approval, which approval shall not be unreasonably withheld.

Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Incremental Agreement No. 1, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

Expenses. Subordinated Lender shall pay or reimburse Senior Lenders, upon demand, for all of its reasonable and documented costs and expenses incurred in connection with the enforcement of any rights and remedies with respect to the Subordinated Lender under this Agreement, including, without limitation, Attorney Costs of Senior Lenders.

Expenses. All attorneys' fees, costs and expenses incurred in connection with this Agreement and all matters related hereto will be paid by the party incurring such fees, costs or expenses.

Expenses. (a)The Company shall promptly reimburse Executive for all reasonable and necessary expenses incurred by Executive in connection with the performance of Executive's duties as an employee of the Company. Such reimbursement is subject to the submission to the Company by Executive of appropriate documentation and/or vouchers in accordance with the customary procedures of the Company for expense reimbursement, as such procedures may be revised by the Company from time to time hereafter. (b)The Compan...y will, not later than thirty (30) calendar days after presentation of an invoice for fees and charges together with customary supporting documentation, reimburse Executive for his legal fees and other charges that he incurs in connection with the drafting, negotiation and implementation of this Agreement, in an amount not to exceed $50,000. View More