Expenses

Expenses. Shall mean all reasonable fees, costs and expenses, approved in writing by the Company in advance and reasonably incurred in connection with any Proceeding, including, without limitation, attorneys' fees, disbursements and retainers, fees and disbursements of expert witnesses, private investigators, professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs,... telephone and fax transmission charges, postage, delivery services, secretarial services, and other disbursements and expense. View More

Expenses. Shall include all reasonable court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide... discovery in any Proceeding. In addition, Expenses shall include the fees and expenses of counsel employed by the Indemnitee and any reasonable retainer required in connection with such Proceeding; provided that in no event shall the Company be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for all Indemnitees in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances; provided, however, that if any Indemnitee shall have reasonably concluded (based on the advice of counsel) that its representation by counsel for the Indemnitees creates a conflict of interest for such counsel, the Company shall be liable for the fees and expenses of a separate counsel for such Indemnitee. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and 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, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee. View More

Expenses. Includes, without limitation, all costs, expenses and obligations (including attorneys' fees and disbursements, court costs, travel expenses and fees of experts) incurred or paid in connection with investigating, defending, being a witness in or participating in, or preparing to defend, any Proceeding, whether conducted by the Company or otherwise, including, without limitation, any Proceeding, action or process for the purpose of establishing Indemnitee's right to indemnification under this... Agreement and any amounts paid in settlement by or on behalf of Indemnitee. View More

Expenses. Include, without limitation, expenses of investigation, costs of judicial or administrative proceedings or appeals, amounts paid in settlement by or on behalf of Indemnitee attorneys' fees and disbursements, costs of meals, lodging and travel reasonably and necessarily incurred by Indemnitee to attend any Proceeding or event related to the Proceeding including but not limited to depositions and mediation sessions, and any other defense costs incurred by Indemnitee in connection with any... Proceeding, but shall not include judgments, fines, or penalties finally assessed against Indemnitee. View More

Expenses. All reasonable attorneys' fees and expenses, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, 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, excise taxes and penalties arising under, relating to or in connection with the Employee... Retirement Income Security Act of 1974, as amended, and all other disbursements or expenses actually incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses (as defined in the preceding sentence) incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 15(d) only, Expenses (as defined in the preceding sentence) incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee's rights or the Company's obligations under this Agreement, by litigation or otherwise. 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 or Indemnitee's counsel as being reasonable shall be presumed conclusively to be reasonable. View More

Expenses. Means, with respect to the Company or Purchaser, all reasonable out of pocket expenses (including, without limitation, all reasonable fees and expenses of counsel, accountants, auditors, investment bankers, lenders, experts and consultants) incurred by such party or on its behalf in connection with or related to the investigation, authorization, preparation, negotiation, execution and performance of the Transaction Agreements and the transactions contemplated thereby.

Expenses. All reasonable out-of-pocket expenses (including, without limitation, all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby, and all other matters related to the transactions contemplated hereby

Expenses. All attorneys' fees and disbursements, court costs and other legal expenses and all other costs and expenses of any kind which Lender may at any time pay or incur in connection with the Liabilities or in attempting to collect, compromise or enforce in any respect the Liabilities or this Guaranty, whether or not suit is ever filed, and whether or not in connection with any insolvency, bankruptcy, reorganization, arrangement or other similar proceeding involving Guarantor. If Lender pays any such... cost or expense, "Expenses" also includes interest at the Default Rate on any such payment from the date of payment by Lender until repayment of such sum to Lender in full. View More

Expenses. All expenses incident to the Company's performance of or compliance with Section 2.1 or 2.2, including, without limitation, all registration, filing and National Association of Securities Dealers fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special... audits or "cold comfort" letters required by or incident to such performance and compliance, the reasonable fees and disbursements of special counsel to the Holders selected by the Requisite Threshold, premiums and other costs of policies of insurance against liabilities arising out of the public offering of the Registrable Securities being registered and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities; provided, however, that "Expenses" shall not include underwriting discounts and commissions View More

Expenses. Includes, without limitation thereto, expenses of investigations, of judicial or administrative proceedings or appeals, attorneys' fees and disbursements and any expenses of establishing a right to indemnification under Paragraph 7 of this Agreement, but shall not include the amount of judgments, settlements, fines or penalties actually levied against the Indemnitee.