Costs and Expenses Clause Example with 51 Variations from Business Contracts
This page contains Costs and Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholders; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other tax...es payable thereon (if applicable); (iv) the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares in an amount not to exceed $5,000; (viii) the cost of printing certificates, if any, representing the Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the qualification of the Shares under foreign or state securities or blue sky laws and the preparation, printing and distribution of a blue sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. The Company shall not, however, be required to pay for any of the Underwriters' expenses (other than those related to qualification under FINRA regulation and state securities or blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 8 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the Underwriters severally through the Representatives for reasonable and documented out-of-pocket expenses, including reasonable fees and disbursements of counsel incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; provided that the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares.View More
Variations of a "Costs and Expenses" Clause from Business Contracts
Costs and Expenses. The Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid all of the costs, fees, and expenses incident to the performance of its obligations hereunder, and fees will pay or reimburse the Underwriter for up to $200,000 of the costs, fees, and expenses incident to the performance of the Underwriter's obligations of the Company and the Selling Stockholders under this Agreement, hereunder, including, without ...limiting the generality of the foregoing, the following: limitation, (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholders; (iii) all costs and expenses related (including transfer taxes allocated to the respective transferees) incurred in connection with the issuance, transfer and delivery of the Shares to Shares; (ii) all expenses and fees (including fees and expenses of the Underwriters, including any transfer or other taxes payable thereon (if applicable); (iv) Company's accountants and counsel, and of the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders representatives Underwriter's counsel) in connection with presentations to prospective purchasers of the Shares; (v) the cost of printing preparation, printing, filing, delivery and delivering to, or as reasonably requested by, the Underwriters copies shipping of the Registration Statement, each Preliminary Prospectuses, Prospectus, and the Issuer Free Writing Prospectuses, Prospectus; (iii) the Prospectus, this Agreement, fees and expenses of the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) transfer agent and registrar; (iv) the filing fees of the Commission; (vii) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares; (v) fees incurred to quote the Shares in an amount not for trading on The NASDAQ Global Select Market; and (vi) all expenses and taxes incident to exceed $5,000; (viii) the cost of printing certificates, if any, representing the Shares; (ix) the costs sale and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the qualification delivery of the Shares under foreign or state securities or blue sky laws and the preparation, printing and distribution of a blue sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. The Company shall not, however, be required to pay for any of the Underwriters' expenses (other than those related to qualification under FINRA regulation and state securities or blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 8 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the Underwriters severally through the Representatives for reasonable and documented out-of-pocket expenses, including reasonable fees and disbursements of counsel incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; provided that the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. Company. View More
Costs and Expenses. The (a) Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid all of the costs, fees, and expenses and fees incident to the performance of the its obligations of the Company and the Selling Stockholders under this Agreement, hereunder, including, without limiting the generality of the foregoing, the following: limitation, (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for th...e Company and the Selling Stockholders; (iii) all costs and expenses related (including transfer taxes allocated to the respective transferees) incurred in connection with the issuance, transfer and delivery of the Shares to the Underwriters, Shares, including any transfer or other taxes payable thereon (if applicable); (iv) the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares in an amount not to exceed $5,000; (viii) the cost of printing certificates, if any, representing the Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the qualification of the Shares for offer and sale under foreign or state securities or blue sky laws laws; (ii) all expenses and the preparation, printing and distribution of a blue sky memorandum fees (including the related reasonable fees and expenses of counsel for the Underwriters). Company's independent registered public accounting firm and counsel) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, and the Prospectus; (iii) the fees and expenses of the transfer agent and registrar; (iv) the filing fees incident to any required review by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in connection with the listing of the Shares on The Company agrees to pay all NASDAQ Capital Market; (vi) the costs and expenses of the Underwriters. The Company shall not, however, be required (and not the Underwriters) relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company (and not the Underwriters) and any such consultants, and the cost of any aircraft chartered in connection with the road show; and (vii) all expenses and taxes incident to the sale and delivery of the Shares by the Company. In addition, the Company will pay or reimburse the Underwriters for any up to $75,000 of the out-of-pocket costs, fees, and expenses incident to the performance of the Underwriters' expenses (other than those related to qualification under FINRA regulation and state securities or blue sky laws) except that, if this Agreement shall not be consummated because obligations hereunder, including the conditions in Section 8 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the Underwriters severally through the Representatives for reasonable and documented out-of-pocket expenses, including reasonable fees and disbursements of Underwriters' counsel incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; provided (the "Expense Cap"). It is understood, however, that the Company Expense Cap shall not in any event be liable apply to any payments, contributions, reimbursements or similar owing or made pursuant to Section 8 and Section 10(b) hereof. 20 (b) Notwithstanding the foregoing, each Selling Stockholder will pay all expenses incident to the performance of its obligations under, and the consummation of the several Underwriters for damages on account of loss of anticipated profits from transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale by them of the Shares. Selling Stockholder Shares by such Selling Stockholder to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of its counsel and other advisors. View More
Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) Issuer; the fees and disbursements of counsel for the Company and the Selling Stockholders; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any... transfer or other taxes payable thereon (if applicable); (iv) the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) Issuer; the cost of printing and delivering to, or as reasonably requested by, the Underwriters Underwriter copies of 18 the Registration Statement, any Preliminary Prospectuses, Prospectus, the Disclosure Package, any Issuer Free Writing Prospectuses, Prospectus, the Prospectus, this Agreement, the listing application, any Underwriter's Selling Memorandum and the Underwriter's Invitation Letter, if any, the Listing Application, the Blue Sky survey, in each case, Survey and any supplements or amendments thereto; (vi) the preparation, printing and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada, including the form of the Canadian "wrapper" (including reasonable related fees and expenses of Canadian counsel to the Underwriter); the filing fees of the Commission; (vii) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares in (in an amount not to exceed $5,000; (viii) $10,000); the listing fee of the New York Stock Exchange; the investor presentations on any "road show" undertaken in connection with the marketing of the Shares, including, without limitation, expenses associated with any electronic road show, travel and lodging expenses of the representatives and officers of the Issuer; provided, however, that the Underwriter will pay for 50% of the cost of printing certificates, if any, representing any aircraft chartered in connection with the Shares; (ix) road show; and the costs and charges of any transfer agent, registrar or depositary; and (x) expenses, including the expenses (including reasonable fees and disbursements of counsel for the Underwriters) Underwriter, incurred in connection with the qualification of the Shares under foreign or state State securities or blue sky laws Blue Sky laws; provided, that except as provided in this Section 5, the Underwriter shall pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on any resale of the Shares by the Underwriter, any advertising expenses connected with any offers it may make and the preparation, printing transportation and distribution other expenses incurred by the Underwriter on its own behalf in connection with presentations to prospective purchasers of a blue sky memorandum (including the related reasonable fees and expenses Shares. Any transfer taxes imposed on the sale of counsel the Shares to the Underwriter by the Issuer pursuant to this Agreement (but not, for the Underwriters). The Company agrees to pay all costs and expenses avoidance of doubt, any such taxes imposed on resale of any Shares by the Underwriters. The Company shall not, however, Underwriter) will be required to pay for any of paid by the Underwriters' expenses (other than those related to qualification under FINRA regulation and state securities or blue sky laws) except that, if Issuer. If this Agreement shall not be consummated because the conditions in Section 8 6 or 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives Underwriter pursuant to Section 12 11(a)(i), (vi) or (vii) hereof, or by reason of any failure, refusal or inability on then the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company Issuer shall reimburse the Underwriters severally through the Representatives Underwriter for reasonable and documented out-of-pocket expenses, including reasonable all fees and disbursements of counsel counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their its obligations hereunder; provided that but the Company Issuer shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them of the Shares. View More
Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; Issuer; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholders; Issuer; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, inclu...ding any transfer or other taxes payable thereon (if applicable); (iv) the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) the cost of preparing and printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, the Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing Prospectuses, Prospectus, the Prospectus, this Agreement, the listing application, any qualification of the Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign securities or Blue Sky survey, in each case, law (including the reasonable legal fees and filing fees and other disbursements of outside counsel for the Underwriters) and the printing and furnishing of copies of any supplements blue sky surveys or amendments thereto; (vi) legal investment surveys to the Underwriters and to dealers; (iv) the filing fees of the Commission; (vii) Commission and any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities to the Underwriters and the costs and expenses of qualifying the Shares and Warrant Shares for inclusion in the book-entry settlement system of the Depositary Trust Company; (v) the filing fees and expenses (including reasonable legal fees of outside counsel for the Underwriters and disbursements) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares in an amount not to exceed $5,000; Securities; (vi) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto; (vii) the listing fee of the Nasdaq Global Market and any related fees; (viii) the cost of printing certificates, if any, representing the Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the qualification of the Shares under foreign or state securities or blue sky laws and the preparation, printing and distribution of a blue sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. Issuer relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Securities to prospective investors and the Underwriters' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, and travel, lodging and other expenses incurred by the officers of the Issuer and any such consultants, (ix) fifty percent (50%) of the cost of any aircraft chartered in connection with the road show (with the Underwriters agreeing to pay of the other fifty percent (50%), (x) the fees and disbursements of outside counsel for the Underwriters and other out-of-pocket expenses up to a maximum of $150,000, (xi) clearing fees of up to a maximum of $10,000 and (xii) payments of the costs associated with the use of a third-party electronic road show service, up to a maximum of $2,500. The Company Issuer shall not, however, be required to pay for any of the Underwriters' Underwriters expenses (other than those related to qualification provided under FINRA regulation clauses (iii), (v), (ix) and state securities or blue sky laws) (x) in the previous paragraph) except that, if this Agreement shall not be consummated because the conditions in Section 8 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives Representative pursuant to Section 12 11 hereof, or by reason of any failure, 19 refusal or inability on the part of the Company Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer shall reimburse the several Underwriters severally through the Representatives for reasonable and documented out-of-pocket expenses, including reasonable all fees and disbursements of counsel outside counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares Securities or in contemplation of performing their obligations hereunder; provided that the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. hereunder. 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Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; Issuer; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholders; Issuer; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, inclu...ding any transfer or other taxes payable thereon (if applicable); (iv) the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) the cost of preparing and printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, the Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing Prospectuses, Prospectus, the Prospectus, this Agreement, the listing application, any qualification of the Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign securities or Blue Sky survey, in each case, law (including the reasonable legal fees and filing fees 20 and other disbursements of outside counsel for the Underwriters) and the printing and furnishing of copies of any supplements blue sky surveys or amendments thereto; (vi) legal investment surveys to the Underwriters and to dealers; (iv) the filing fees of the Commission; (vii) Commission and any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities to the Underwriters and the costs and expenses of qualifying the Shares and Warrant Shares for inclusion in the book-entry settlement system of the Depositary Trust Company; (v) the filing fees and expenses (including reasonable legal fees of outside counsel for the Underwriters and disbursements) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares in an amount not to exceed $5,000; Securities; (vi) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto; (vii) the listing fee of the Nasdaq Global Market and any related fees; (viii) the cost of printing certificates, if any, representing the Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the qualification of the Shares under foreign or state securities or blue sky laws and the preparation, printing and distribution of a blue sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. Issuer relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Securities to prospective investors and the Underwriters' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, and travel, lodging and other expenses incurred by the officers of the Issuer and any such consultants, (ix) fifty percent (50%) of the cost of any aircraft chartered in connection with the road show (with the Underwriters agreeing to pay of the other fifty percent (50%), and (x) the fees and disbursements of outside counsel for the Underwriters up to a maximum of $100,000. The Company Issuer shall not, however, be required to pay for any of the Underwriters' Underwriters expenses (other than those related to qualification provided under FINRA regulation clauses (iii), (v), (ix) and state securities or blue sky laws) (x) in the previous paragraph) except that, if this Agreement shall not be consummated because the conditions in Section 8 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives Representative pursuant to Section 12 11 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer shall reimburse the several Underwriters severally through the Representatives for reasonable and documented out-of-pocket expenses, including reasonable all fees and disbursements of counsel outside counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares Securities or in contemplation of performing their obligations hereunder; provided that the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. hereunder. 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Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; Issuer; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholders; Issuer; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, inclu...ding any transfer or other taxes payable thereon (if applicable); (iv) the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) the cost of preparing and printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, the Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing Prospectuses, Prospectus, the Prospectus, this Agreement, the listing application, any qualification of the Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign securities or Blue Sky survey, in each case, law (including the reasonable legal fees and filing fees and other disbursements of outside counsel for the Underwriters) and the printing and furnishing of copies of any supplements blue sky surveys or amendments thereto; (vi) legal investment surveys to the Underwriters and to dealers; (iv) the filing 19 fees of the Commission; (vii) Commission and any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities to the Underwriters and the costs and expenses of qualifying the Shares, the Pre-Funded Warrant Shares and the Warrant Shares for inclusion in the book-entry settlement system of the Depositary Trust Company; (v) the filing fees and expenses (including reasonable legal fees of outside counsel for the Underwriters and disbursements) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares in an amount not to exceed $5,000; Securities; (vi) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto; (vii) the listing fee of The Nasdaq Global Market and any related fees; (viii) the cost of printing certificates, if any, representing the Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the qualification of the Shares under foreign or state securities or blue sky laws and the preparation, printing and distribution of a blue sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. Issuer relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Securities to prospective investors and the Underwriters' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, and travel, lodging and other expenses incurred by the officers of the Issuer and any such consultants, (ix) fifty percent (50%) of the cost of any aircraft chartered in connection with the road show (with the Underwriters agreeing to pay of the other fifty percent (50%), and (x) the fees and disbursements of outside counsel for the Underwriters and other out-of-pocket expenses up to a maximum of $150,000. The Company Issuer shall not, however, be required to pay for any of the Underwriters' Underwriters expenses (other than those related to qualification provided under FINRA regulation clauses (iii), (v), (ix) and state securities or blue sky laws) (x) in the previous paragraph) except that, if this Agreement shall not be consummated because the conditions in Section 8 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives Representative pursuant to Section 12 11 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer shall reimburse the several Underwriters severally through the Representatives for reasonable and documented out-of-pocket expenses, including reasonable all fees and disbursements of counsel outside counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares Securities or in contemplation of performing their obligations hereunder; provided that the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. hereunder. 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Costs and Expenses. (a) The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholders; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including Company; any transfer... or other taxes payable thereon (if applicable); (iv) the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) roadshow expenses; the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, Statutory Prospectus, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, Agreement and the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) Indenture; the filing fees of the Commission; (vii) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares Notes; any fees payable to rating agencies in an amount not to exceed $5,000; (viii) connection with the cost rating of printing certificates, if any, representing the Shares; (ix) Notes; the costs and charges of any transfer agent, registrar or depositary; and (x) reasonable expenses, including the expenses (including reasonable fees and disbursements of counsel for the Underwriters) Underwriters, incurred in connection with the qualification of the Shares Notes under foreign or state State securities or blue sky "Blue Sky" laws and the preparation, printing and distribution of a blue sky "Blue Sky" memorandum (including and any supplements or amendments thereto; and the related fees and expenses of the Trustee, including reasonable fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. Trustee. 13 (b) The Company shall not, however, not be required to pay for any of the Underwriters' expenses (other than those related to qualification under FINRA regulation regulations and state securities or blue sky "Blue Sky" laws) except that, if this Agreement shall not be consummated because the conditions in Section 8 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 hereof, or by reason of any failure, refusal or inability on 7, unless the part of failure to satisfy the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability applicable conditions thereof is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters severally through the Representatives that have not defaulted under Section 9 for reasonable and documented out-of-pocket expenses, including reasonable fees and disbursements of counsel counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; provided that the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. Notes. View More
Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders Issuer under this Agreement, including, without limiting the generality of the 19 foregoing, the following: (i) accounting fees of the Company; Issuer; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholders; Issuer; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, in...cluding any transfer or other taxes payable thereon (if applicable); (iv) the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) the cost of preparing and printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, the Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing Prospectuses, Prospectus, the Prospectus, this Agreement, the listing application, any qualification of the Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign securities or Blue Sky survey, in each case, law (including the reasonable legal fees and filing fees and other disbursements of outside counsel for the Underwriters) and the printing and furnishing of copies of any supplements blue sky surveys or amendments thereto; (vi) legal investment surveys to the Underwriters and to dealers; (iv) the filing fees of the Commission; (vii) Commission and any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities to the Underwriters and the costs and expenses of qualifying the Shares and Warrant Shares for inclusion in the book-entry settlement system of the Depositary Trust Company; (v) the filing fees and expenses (including reasonable legal fees of outside counsel for the Underwriters and disbursements) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares in an amount not to exceed $5,000; Securities; (vi) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto; (vii) the listing fee of the NASDAQ Global Market and any related fees; (viii) the cost of printing certificates, if any, representing the Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the qualification of the Shares under foreign or state securities or blue sky laws and the preparation, printing and distribution of a blue sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. Issuer relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Securities to prospective investors and the Underwriters' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, and travel, lodging and other expenses incurred by the officers of the Issuer and any such consultants, (ix) fifty percent (50%) of the cost of any aircraft chartered in connection with the road show (with the Underwriters agreeing to pay of the other fifty percent (50%), and (x) the fees and disbursements of outside counsel for the Underwriters up to a maximum of $100,000. The Company Issuer shall not, however, be required to pay for any of the Underwriters' Underwriters expenses (other than those related to qualification provided under FINRA regulation clauses (iii), (v), (ix) and state securities or blue sky laws) (x) in the previous paragraph) except that, if this Agreement shall not be consummated because the conditions in Section 8 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives Representative pursuant to Section 12 11 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer shall reimburse the several Underwriters severally through the Representatives for reasonable and documented out-of-pocket expenses, including reasonable all fees and disbursements of counsel outside counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares Securities or in contemplation of performing their obligations hereunder; provided that the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. hereunder. 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Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; Issuer; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholders; Issuer; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, inclu...ding any transfer or other taxes payable thereon (if applicable); (iv) the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, any Preliminary Prospectuses, the any Issuer Free 18 Writing Prospectuses, Prospectus, the Prospectus, this Agreement, the listing application, any Underwriters' Selling Memorandum and the Underwriters' Invitation Letter, if any, the Listing Application, the Blue Sky survey, in each case, Survey and any supplements or amendments thereto; (vi) (iv) the filing fees of the Commission; (vii) (v) the filing fees and out-of-pocket accountable expenses (including reasonable legal fees and disbursements) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares in an amount not to exceed $5,000; (viii) Shares; (vi) the cost Listing Fee of printing certificates, if any, representing The Nasdaq Capital Market; (vii) the Shares; (ix) out-of-pocket accountable expenses, including the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Underwriters) Underwriters, reasonably incurred in connection with the qualification of the Shares under foreign or state securities or blue sky laws Blue Sky laws; and (viii) all other reasonable costs and out-of-pocket accountable expenses of the preparation, printing Underwriters (including reasonable fees and distribution disbursements of a blue sky memorandum counsel) incident to the performance of its obligations hereunder not otherwise specifically provided for here, provided that the amount payable by the Issuer for the out-of-pocket accountable expenses (including the related reasonable fees and expenses of counsel for to the Underwriters). The Company agrees Underwriters and any other independent experts retained by the Representatives) pursuant to pay all costs subsections (v), (vii) and expenses (viii) of this Section 5 shall not exceed $75,000 in the Underwriters. The Company shall not, however, be required to pay for any of the Underwriters' expenses (other than those related to qualification under FINRA regulation and state securities or blue sky laws) except that, if aggregate. If this Agreement shall not be consummated because the conditions in Section 8 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 11 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer shall reimburse the Underwriters severally through the Representatives for reasonable and documented out-of-pocket expenses, including reasonable all fees and disbursements of counsel counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; provided that but the Company Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. View More
Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders Issuer under this Agreement, Agreement (or reimburse if paid by the Representative), including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; Issuer; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholders; Issuer; (iii) all costs and expenses related to the transf...er and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon (if applicable); (iv) the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) the cost of printing and 19 delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, any Preliminary Prospectuses, the any Issuer Free Writing Prospectuses, Prospectus, the Prospectus, this Agreement, the listing application, any Underwriters' Selling Memorandum and the Underwriters' Invitation Letter, if any, the Listing Application, the Blue Sky survey, in each case, Survey and any supplements or amendments thereto; (vi) (iv) the filing fees of the Commission; (vii) (v) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares in an amount not to exceed $5,000; (viii) Shares; (vi) the cost Listing Fee of printing certificates, if any, representing The Nasdaq Stock Market; (vii) the Shares; (ix) expenses, including the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Underwriters) Underwriters incurred in connection with the qualification of the Shares under foreign or state securities or blue sky laws Blue Sky laws; and (viii) all other reasonable costs and out-of-pocket expenses of the preparation, printing and distribution of a blue sky memorandum Underwriters (including the related reasonable fees and expenses disbursements of counsel) incident to the performance of its obligations hereunder not otherwise specifically provided for here, provided that the amount payable by the Issuer for the fees and disbursements of counsel for to the Underwriters). The Company agrees Underwriters pursuant to pay all costs subsections (v) and expenses (viii) of this Section 5 shall not exceed $85,000 in the Underwriters. The Company shall not, however, be required to pay for any of aggregate, without the Underwriters' expenses (other than those related to qualification under FINRA regulation and state securities or blue sky laws) except that, if Issuer's prior written consent. If this Agreement shall not be consummated because the conditions in Section 8 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives Representative pursuant to Section 12 11 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer shall reimburse the several Underwriters severally through the Representatives for reasonable and documented out-of-pocket expenses, including reasonable all fees and disbursements of counsel counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; provided that but the Company Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. View More
