Expenses. Reimbursable Consent Expenses, JBG Severance Costs, Vornado Severance Costs, the costs and expenses set forth on Section 9.6(d) of the Vornado Disclosure Letter, the amount set forth on Section 9.6(e) of the JBG Disclosure Letter
Expenses. Reasonable attorneys' fees and costs, retainers, court costs, transcript costs, fees of testifying and non-testifying experts and consultants, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses incurred in connection with (a) prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding... (as defined below), (b) any appeal resulting from any Proceeding (as defined below), including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent; (c) preparing and forwarding statements to the Company to support advances of Expenses sought hereunder, (d) the interpretation, enforcement or defense of Indemnitee's rights under this Agreement, by litigation or otherwise, (e) any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement; provided, however, that Expenses excludes amounts paid in settlement by Indemnitee or the amount of judgments or Fines (as defined below) against Indemnitee.View More
Expenses. Any and all expenses, including attorneys', consultants' and experts' fees, court costs, transcript costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim, including, without limitation, all costs and fees reasonably incurred in connection with the... enforcement of this Agreement.View More
Expenses. Any and all direct and indirect costs, losses, claims, damages, fees, expenses and liabilities, joint or several (including attorneys' fees and all other costs, expenses and obligations reasonably incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or to participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation actually and... reasonably incurred in respect of any Claim), other than any Award.View More
Expenses. All costs and expenses incurred in each calendar year in connection with operating, maintaining, repairing, insuring, and managing of the Premises, the Building and the Property; provided, however that any Expenses attributable to the Premises shall be separately metered or otherwise tracked. Expenses include, without limitation, the cost of: general maintenance and repairs; costs of supplies and rental and purchase of parts, tools, and equipment for repairs and maintenance; maintaining,... repairing, and painting interior walls; maintaining, drainage facilities; maintaining lighting; the costs for periodic maintenance of the heating, air conditioning and ventilating systems; snow and rubbish removal; cleaning and janitorial expenses; costs and expenses of replanting and replacing flowers and all landscaping expenses; electricity, gas and other utility charges; insurance premiums; fees for required licenses and permits; supplies; maintenance of all signs, equipment, and operating machinery; reasonable management fees and expenses; accounting costs; all labor and labor related costs incurred to provide the foregoing, including wages, salaries, bonuses, taxes, insurance, uniforms, training, retirement plans, pension plans and other employee benefits; the cost of equipping, staffing and operating an on-site and/or off-site management office for the Building, provided if the management office services one or more other buildings or properties, the shared costs and expenses of equipping, staffing and operating such management office(s) shall be equitably prorated and apportioned between the Building and the other buildings or properties; and the amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course of business) which are: (1) performed primarily to reduce current or future operating expense costs, upgrade Building security or otherwise improve the operating efficiency of the Property; or (2) required to comply with any laws that are enacted, or first interpreted to apply to the Property, after the date of this Lease. The cost of capital improvements shall be amortized by Landlord over the lesser of the Payback Period (defined below) or the useful life of the capital improvement as reasonably determined by Landlord. The amortized cost of capital improvements may, at Landlord's option, include actual or imputed interest at the rate that Landlord would reasonably be required to pay to finance the cost of the capital improvement. "Payback Period" means the reasonably estimated period of time that it takes for the cost savings resulting from a capital improvement to equal the total cost of the capital improvement. Landlord, by itself or through an affiliate, shall have the right to directly perform, provide and be compensated for any services under this Lease. If Landlord incurs Expenses for the Building or Property together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned between the Building and Property and the other buildings or properties.View More
Expenses. Shall include all reasonable out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements), actually and reasonably incurred by Indemnitee in connection with either the investigation, defense or appeal of a Qualifying Proceeding; provided, however, that Expenses shall not include any judgments, fines, bonds, security, penalties, taxes, or amounts paid in settlement of a Qualifying Proceeding
Expenses. Means, for the purposes of this Agreement, all reasonable direct and indirect costs of any reasonable type or nature (including, without limitation, any reasonable and customary fees and expenses of Indemnitee's counsel, accountants and other experts and other reasonable and customary out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, preparation, defense or appeal of a Proceeding; provided, however, that Expenses shall not include... judgments, fines, penalties or amounts paid in settlement of a Proceeding.View More
Expenses. Shall be broadly construed and shall include, without limitation, all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys' fees, other professional and expert fees, court costs, transcript costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a... witness or participate in, any Proceeding. Expenses also shall include (A) expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (Bi) for purposes of Section 6 only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee's rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of Judgments or fines against Indemnitee. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee's counsel as being reasonable shall be presumed conclusively to be reasonable and no Expense shall be deemed unreasonable solely because such Expense exceeds amounts that may be customary therefor. (ii) In the event Indemnitee is required to spend more than three hours in the course of any day (including preparation and travel time) as a witness (including as a deposition witness) in connection with a Proceeding (other than a Proceeding in respect of which Indemnitee is not entitled to indemnification in accordance with Section 10(b) hereof or has been determined not to be entitled to indemnification in accordance with Section 7 hereof), 2 Indemnitee shall be entitled to reasonable compensation from the Company for his or her time so spent and, accordingly in such event, the term "Expenses" shall also include reasonable compensation for such time spent by Indemnitee (as well as travel, lodging and meal expenses reasonably incurred by Indemnitee in connection with attending such a Proceeding), provided, however, that such compensation shall not be payable if Indemnitee at such time is serving as a director or officer of, or is otherwise in the employment of, or otherwise providing services for compensation to, the Company or any Subsidiary (but such Expenses will be payable regardless of employment status). In the absence of any other agreement between the Company and the Indemnitee, the rate of compensation to be provided to Indemnitee in such event for any such day (or part thereof) as to which compensation is due hereunder shall be equal to not less than the quotient of (x) sum of the annual retainer fee plus per meeting fees, if any, paid to an independent director of the Company during the Company's most recently completed fiscal year during the entirety of which the Company was a reporting issuer under the Exchange Act, divided by (y) the product of (A) the number of days on which meetings (telephonic and in person) of the Board were held during such fiscal year multiplied by (B) three.View More
Expenses. Means all expenses incident to the Company's performance of or compliance with its obligations under this Agreement, including, without limitation, all registration, filing, listing, stock exchange and FINRA fees (including, without limitation, all fees and expenses of any "qualified independent underwriter" required by the rules of the FINRA), all fees and expenses of complying with state securities or blue sky laws (including the reasonable fees, disbursements and other charges of counsel for... the underwriters in connection with blue sky filings), all word processing, duplicating and printing expenses, messenger, telephone and delivery expenses, all rating agency fees, the fees, disbursements and other charges of counsel for the Company and of its independent public accountants, including the expenses incurred in connection with "cold comfort" letters required by or incident to such performance and compliance, the fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange or national market system on which similar securities issued by the Company are then listed, any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, the reasonable fees, disbursements and other charges of one firm of counsel (per registration statement prepared) to the holders of Registrable Common Stock making a request pursuant to Section 2(a) or Section 3(a) hereof (selected by the Holders holding a majority of the shares of Registrable Common Stock covered by such registration), the fees and expenses of any special experts retained by the Company in connection with such registration, and the fees and expenses of other persons retained by the Company, but excluding underwriting discounts and commissions and applicable transfer taxes, if any, which discounts, commissions and transfer taxes shall be borne by the seller or sellers of Registrable Common Stock in all cases; provided, that, if the Company shall, in accordance with Section 4 or Section 9 hereof, not register any securities with respect to which it had given written notice of its intention to register to holders of Registrable Common Stock, notwithstanding anything to the contrary in the foregoing, all reasonable out-of-pocket expenses incurred by Requesting Holders in connection with such registration (other than the reasonable fees, disbursements and other charges of counsel other than the one firm of counsel referred to above) shall be deemed to be Expenses.View More