Grouped Into 149 Collections of Similar Clauses From Business Contracts
This page contains Expenses clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Expenses. Consultant shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, and other expenses, including, but not limited to, cellular telephone expenses, incurred by Consultant during the term of this Agreement, including any renewal or extension terms (in accordance with the policies and procedures established by the Company) in the performance of his duties and responsibilities under this Agreement; provided, that Consultant shall prop...erly account for such expenses in accordance with Company policies and procedures.View More
Expenses. Consultant shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, and other expenses, including, but not limited to, cellular telephone expenses, expenses incurred by Consultant during the term of this Agreement, including any renewal or extension terms (in accordance with the policies and procedures established by the Company) in the performance of his its duties and responsibilities under this Agreement; provided, that Consulta...nt shall properly account for such expenses in accordance with Company policies and procedures. In addition, Consultant shall be entitled to reimbursement of legal fees incurred by Consultant in connection with negotiation or enforcement of this Agreement and related to any matter arising under this Agreement or the performance of Consultant's services. View More
Expenses. In addition to those expenses set forth in Section 8 herein, Seller agrees to reimburse Purchaser the actual amount of all costs and expenses, including reasonable attorneys' fees and expenses, which Purchaser may incur (a) protecting, preserving or enforcing any lien, security or other right granted by Seller to Purchaser or arising under applicable law, whether or not suit is brought, including but not limited to the defense of any Avoidance Claims or the defense of Purchaser's lien priority; ...(b) for travel and attorneys' fees and expenses incurred in complying with any subpoena or other legal process in any way relating to Seller; and (c) for the actual amount of all costs and expenses, including reasonable attorneys' fees, which Purchaser may incur in enforcing this Agreement, or in connection with any federal or state insolvency proceeding commenced by or against Seller or any Payor, including those (i) arising out of an automatic stay, (ii) seeking dismissal or conversion of a bankruptcy proceeding or (iii) opposing confirmation of Seller's plan thereunder. All expenses will be subtracted from the Reserve Account and are payable by Seller upon demand by Purchaser. This provision shall survive termination of this Agreement.View More
Expenses. In addition to those expenses set forth in Section 8 herein, Seller agrees to reimburse Purchaser the actual and documented amount of all out-of-pocket costs and expenses, expenses incurred and paid by Purchaser, including reasonable outside attorneys' fees and expenses, which Purchaser may incur (a) protecting, preserving or enforcing any lien, security or other right granted by Seller to Purchaser or arising under applicable law, whether or not suit is brought, including but not limited to the... defense of any Avoidance Claims or the defense of Purchaser's lien priority; (b) for travel and reasonable outside attorneys' fees and expenses incurred in complying with any subpoena or other legal process in any way relating to Seller; and (c) for the actual amount of all costs and expenses, including reasonable outside attorneys' fees, which Purchaser may incur in enforcing this Agreement, or in connection with any federal or state insolvency proceeding commenced by or against Seller or any Payor, including those (i) arising out of an automatic stay, (ii) seeking dismissal or conversion of a bankruptcy proceeding or (iii) opposing confirmation of Seller's plan thereunder. All expenses will be subtracted from the Reserve Account and are payable by Seller upon demand by Purchaser. This provision shall survive termination of this Agreement. View More
Expenses. In addition to those expenses set forth in Section 8 herein, Seller agrees to reimburse Purchaser the actual amount of all costs and expenses, including reasonable attorneys' fees and expenses, which Purchaser may incur (a) protecting, preserving or enforcing any lien, security or other right granted by Seller to Purchaser or arising under applicable law, whether or not suit is brought, including but not limited to the defense of any Avoidance Claims or the defense of Purchaser's lien priority; ...(b) for travel and attorneys' fees and expenses incurred in complying with any subpoena or other legal process in any way relating to Seller; and (c) for the actual amount of all costs and expenses, including reasonable attorneys' fees, which Purchaser may incur in enforcing this Agreement, or in connection with any federal or state insolvency proceeding commenced by or against Seller or any Payor, including those (i) arising out of an automatic stay, (ii) seeking dismissal or conversion of a bankruptcy proceeding or (iii) opposing confirmation of Seller's plan thereunder. All expenses will be subtracted from the Reserve Account and are payable by Seller upon demand by Purchaser. This provision shall survive termination of this Agreement. View More
Expenses. The Company will pay or reimburse you for reasonable travel, entertainment or other expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder in accordance with the Company's established policies. You must be an employee of the Company on the date an expense is incurred and must submit a claim for reimbursement (including submitting to the Company proper documentation evidencing such incurred expenses) in accordance with the Company's reimburse...ment policies.View More
Expenses. The Company will pay or reimburse you for reasonable travel, entertainment or other expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder in accordance with the Company's established policies. You must be an employee of the Company on the date an expense is incurred and must submit a claim for reimbursement (including submitting to the Company proper documentation evidencing such incurred expenses) (with appropriate receipts) in accordance ...with the Company's reimbursement policies. View More
Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Support Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Support Agreement, the non-prevailing party in any such Action will pay its own expenses and the reasonable d...ocumented out-of-pocket expenses, including reasonable attorneys' fees and costs, reasonably incurred by the prevailing party. 5 19. Interpretation. The titles and subtitles used in this Support Agreement are for convenience only and are not to be considered in construing or interpreting this Support Agreement. In this Support Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term "including" (and with correlative meaning "include") shall be deemed in each case to be followed by the words "without limitation"; and (iii) the words "herein," "hereto," and "hereby" and other words of similar import shall be deemed in each case to refer to this Support Agreement as a whole and not to any particular section or other subdivision of this Support Agreement. The parties have participated jointly in the negotiation and drafting of this Support Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Support Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Support Agreement.View More
Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Parent Support Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Parent Support Agreement, the non-prevailing party in any such Action will pay its own expenses and th...e reasonable documented out-of-pocket expenses, including reasonable attorneys' fees and costs, reasonably incurred by the prevailing party. 5 19. Interpretation. The titles and subtitles used in this Parent Support Agreement are for convenience only and are not to be considered in construing or interpreting this Parent Support Agreement. In this Parent Support Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term "including" (and with correlative meaning "include") shall be deemed in each case to be followed by the words "without limitation"; and (iii) the words "herein," "hereto," and "hereby" and other words of similar import shall be deemed in each case to refer to this Parent Support Agreement as a whole and not to any particular section or other subdivision of this Parent Support Agreement. The parties have participated jointly in the negotiation and drafting of this Parent Support Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Parent Support Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Parent Support Agreement. View More
Expenses. Each party Stockholder shall be responsible for his, her or its own fees and expenses (including the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Company Support Agreement, the performance of his, her or its obligations hereunder and the consummation of the transactions contemplated hereby; hereby, and the payment and/or reimbursement of the fees and expenses of the Company and Parent in connection herewith shall be governed by th...e provisions of Section 11.5 (Expenses) of the Merger Agreement, which is incorporated herein by reference; provided, that in the event of any Action arising out of or relating to this Company Support Agreement, the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys' fees and costs, reasonably incurred by the prevailing party. 5 6 19. Interpretation. The titles and subtitles used in this Company Support Agreement are for convenience only and are not to be considered in construing or interpreting this Company Support Agreement. In this Company Support Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term "including" (and with correlative meaning "include") shall be deemed in each case to be followed by the words "without limitation"; and (iii) the words "herein," "hereto," and "hereby" and other words of similar import shall be deemed in each case to refer to this Company Support Agreement as a whole and not to any particular section or other subdivision of this Company Support Agreement. The parties have participated jointly in the negotiation and drafting of this Company Support Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Company Support Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Company Support Agreement. View More
Expenses. Other than as specifically set forth herein, each of the Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with this Agreement and the transactions contemplated herein. 16 22. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other Party, or by registered or certified mail, return receipt requested, postage prepaid, or by email with return receipt requeste...d and received or nationally recognized overnight courier service, addressed as set forth below or to such other address as either Party shall have furnished to the other in writing in accordance herewith. All notices, requests, demands and other communications shall be deemed to have been duly given (i) when delivered by hand, if personally delivered, (ii) when delivered by courier or overnight mail, if delivered by commercial courier service or overnight mail, and (iii) on receipt of confirmed delivery, if sent by email. If to the Company: AERWINS Technologies Inc. Attn: Shuhei Komatsu 600 N Broad Street, Suite 5 # 529 Middletown, Delaware 19709 Email: ***@*** If to Executive, to: Kazuo Miura 4-5-13 Edahigashi, Tsuzuki-ku, Yokohama-shi, Kanagawa, Japan Email: ***@*** 23. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.View More
Expenses. Other than as specifically set forth herein, each of the Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with this Agreement and the transactions contemplated herein. 16 22. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other Party, or by registered or certified mail, return receipt requested, postage prepaid, or by email with return receipt requeste...d and received or nationally recognized overnight courier service, addressed as set forth below or to such other address as either Party shall have furnished to the other in writing in accordance herewith. All notices, requests, demands and other communications shall be deemed to have been duly given (i) when delivered by hand, if personally delivered, (ii) when delivered by courier or overnight mail, if delivered by commercial courier service or overnight mail, and (iii) on receipt of confirmed delivery, if sent by email. If to the Company: AERWINS Technologies Inc. Attn: Shuhei Komatsu 600 N Broad Street, Suite 5 # 529 Middletown, Delaware 19709 Email: ***@*** If to Executive, to: Kazuo Miura 4-5-13 Edahigashi, Tsuzuki-ku, Yokohama-shi, Kanagawa, Taiji Ito 3-32 Kioicho, Chiyoda-ku, Tokyo, Japan Email: ***@*** 23. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. View More
Expenses. The Company shall pay or reimburse the Executive for all reasonable, ordinary, and necessary business expenses incurred by the Executive in the performance of the responsibilities and the promotion of the Company's businesses. All expenses must be pre-approved in writing by the Company. The Executive shall submit to the Company periodic statements of all expenses so incurred. Subject to such reasonable accounting procedures as the Company may adopt generally from time-to-time for executives, the... Company shall reimburse the Executive the full amount of any such expenses advanced by him in the ordinary course of business. The Company shall reimburse the Executive for travel to/from the Principal Place of Employment including food and lodging, together with reasonable dues and related expenses for industry associations and groups, publications, required professional training and similar activities. All such expenses must be pre-approved in writing by the Company and reimbursement of expenses shall be paid within fifteen (15) days of submitting receipts for such expenses. 2 6. Termination .. The Company may terminate the Executive's employment at any time. Executive may terminate Employment at any time. No severance will be paid to Executive upon termination.View More
Expenses. The Company shall pay or reimburse the Executive for all reasonable, ordinary, and necessary business expenses incurred by the Executive in the performance of the his responsibilities and the promotion of the Company's businesses. All businesses, including, without limitation, air travel and lodging, automobile and related expenses, cellular phone charges, and travel expenses must be pre-approved in writing by of the Company. Executive's spouse when accompanying him on business-related trips. Th...e Executive shall submit to the Company periodic statements of all expenses so incurred. Subject to such reasonable accounting procedures as the Company may adopt generally from time-to-time for executives, the Company shall reimburse the Executive the full amount of any such expenses advanced by him in the ordinary course of business. The Company shall reimburse the Executive for travel to/from the Principal Place of Employment including food and lodging, together with reasonable dues and related expenses for industry associations and groups, publications, required professional training and similar activities. All such expenses must be pre-approved in writing by the Company and reimbursement of expenses shall be paid within fifteen (15) days of submitting receipts for such expenses. 2 6. Termination .. The Company may terminate the Executive's employment at any time. Executive may terminate Employment at any time. No severance will be paid to Executive upon termination.View More
Expenses. The Borrower agrees to pay and reimburse the Holder upon demand for all costs and expenses (including, without limitation, attorneys' fees and expenses) that the Holder may incur in connection with (i) the exercise or enforcement of any rights or remedies (including, but not limited to, collection) granted hereunder or otherwise available to it (whether at law, in equity or otherwise); or (ii) the failure by the Borrower to perform or observe any of the provisions hereof. The provisions of this ...Section 8 shall survive the execution and delivery of this Note, the repayment of any or all of the Obligations, and the termination of this Note.View More
Expenses. The Borrower agrees to agrees: (a) To pay and reimburse the Holder Lender upon demand for all costs and expenses (including, without limitation, attorneys' fees and expenses) that the Holder Lender may reasonably incur in connection with (i) the exercise or enforcement of any rights or remedies (including, but not limited to, collection) granted hereunder or otherwise available to it (whether at law, in equity or otherwise); otherwise), or (ii) the failure by the Borrower to perform or observe a...ny of the provisions hereof. The provisions of this Section 8 shall survive the execution and delivery of this Note, the repayment of any or all of the Obligations, principal or interest owed pursuant hereto, and the termination of this Note. 3 8. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity. View More
Expenses. Each Borrower agrees to pay the Bank, upon the execution of this Agreement, and otherwise on demand, all reasonable out-of-pocket costs and expenses incurred by the Bank in connection with the preparation, negotiation and delivery of this Agreement and the other Loan Documents, and any modifications thereto, and the collection of all of the obligations arising under this Agreement and the other Loan Documents, including but not limited to enforcement actions, relating to the Loan, whether throug...h judicial proceedings or otherwise, or in defending or prosecuting any actions or proceedings arising out of or relating to this Agreement, including reasonable fees and expenses of counsel (which may include costs of in-house counsel), expenses for auditors, appraisers and environmental consultants, lien searches, recording and filing fees and taxes.View More
Expenses. Each The Borrower agrees to pay the Bank, Lender, upon the execution of this Agreement, and otherwise on demand, all reasonable out-of-pocket costs and expenses incurred by the Bank Lender in connection with any modifications to any of the preparation, negotiation and delivery of this Agreement and the other Loan Documents, and any modifications thereto, and the collection of all of the obligations arising under this Agreement and the other Loan Documents, Obligations, including but not limited ...to enforcement actions, actions relating to the Loan, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions or proceedings arising out of or relating to this Agreement, including reasonable fees and expenses of counsel (which may include costs of in-house counsel), counsel, expenses for auditors, appraisers and environmental appraisers, consultants, lien searches, recording and filing fees and taxes. View More
Expenses. Each The Borrower agrees to pay the Bank, upon the execution of this Agreement, and otherwise on demand, (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Bank in connection with the preparation, negotiation and delivery of this Agreement and the other Loan Documents, and any modifications thereto, or amendments thereto or renewals thereof, and (ii) all out-of-pocket costs and expenses incurred by the Bank in connection with the collection of all of the obligatio...ns arising under this Agreement and the other Loan Documents, Obligations, including but not limited to enforcement actions, relating to the Loan, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions or proceedings arising out of or relating to this Agreement, including including, in each case (i) reasonable fees and expenses of counsel (which may include outside counsel; (ii) all costs of in-house counsel), related to conducting UCC, title and other public record searches; and (iii) expenses for auditors, appraisers auditors and environmental consultants, lien searches, recording and filing fees and taxes. appraisers. View More
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. The Company shall reimburse Privet within five (5) Business Days of the EC Parties execution of this Agreement for their its 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 $115,000 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 documentation from the EC Parties evidencing such out-of-pocket fees and expenses for which the EC Parties are seeking reimbursement. 6 12. 9 13. 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 Potbelly Corporation 111 N. Riverside Plaza, Canal Street, Suite 2100 850 Chicago, Illinois 60606 Attention: Monica M. Weed Matt Revord Email: monica.weed@navigant.com matt.revord@potbelly.com Sidley Austin LLP 1 South Dearborn Chicago, IL 787 Seventh Avenue, 23rd Floor New York, NY 10019 Attention: Thomas A. Cole Kai H. Liekefett Scott R. Williams Fax: (212) 839-5599 Email: tcole@sidley.com kliekefett@sidley.com swilliams@sidley.com If to any EC Party: Privet: with mandatory copies (which shall not constitute notice) to: Engine Capital, L.P. 1370 Broadway, 5th Floor New York, New York 10018 Privet Fund LP79 West Paces Ferry Road NWSuite 200BAtlanta, Georgia 30305 Attention: Arnaud Ajdler Ryan Levenson Email: aajdler@enginecap.com Olshan Frome Wolosky LLP1325 Avenue of the AmericasNew ryanl@privetfund.com Kleinberg, Kaplan, Wolff & Cohen, P.C.551 Fifth Avenue, 18th FloorNew York, NY 10019Attention: Andrew M. FreedmanFax: 10176Attention: Christopher P. DavisFax: (212) 451-2222Email: AFreedman@olshanlaw.com 13. 986-8866Email: cdavis@kkwc.com 14. 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 10 mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 12. 13. 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. 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. 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 (capped at $5,000) 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... (excepting legal fees) shall not exceed $5,000 in the aggregate $2,500 without prior and specific authorization of the Company; provided that the foregoing limitation and consent shall not apply to legal fees. Company. View More
