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 Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this Agreement and the Selling Stockholders under this Agreement, Indenture, including, without limiting the generality of the foregoing, the following: (i) the fees incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Notes; a...ccounting 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 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) Company; the cost of printing and delivering to, or as reasonably requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, Indenture and any supplements or amendments thereto; (vi) the fees incident to the listing of the Notes on any securities exchange; the filing fees of the Commission; (vii) and 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) Notes. Any transfer taxes imposed on 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 sale of the Shares under foreign or state securities or blue sky laws and Notes to the preparation, printing and distribution of a blue sky memorandum (including several Underwriters will be paid by the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. Company. The Company shall not, however, be required to pay for any of the Underwriters' expenses (other than those related to qualification under FINRA regulation expenses, including fees and state securities or blue sky laws) disbursements of counsel for the Underwriters, except that, if this Agreement shall not be consummated because the conditions in Section 8 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) 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 failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the 11 several Underwriters severally through the Representatives 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 Notes or in contemplation of performing their obligations hereunder; provided that hereunder, but 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 any of 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, Agreement (or reimburse if paid by the Representatives), 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 trans...fer 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 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 expenses, if any (including reasonable legal fees and disbursements) 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; and (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 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 Blue Sky laws. 21 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 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
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 Shares 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 Shares to the Underwriters and the costs and expenses of qualifying the 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; Shares; (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 Shares 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 , and (ix) fifty percent (50%) of the cost of any aircraft chartered in connection with the road show (with the Underwriters agreeing to pay for the other fifty percent (50%). 19 The Company Issuer shall not, however, be required to pay for any of the Underwriters' Underwriters expenses (other than those related to qualification under FINRA regulation and state State securities or blue sky Blue Sky laws) 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 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 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 18 Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Pricing Prospectus, 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) disbursements, up to a maximum amount of $30,000), 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 Blue Sky laws; (vi) the Listing Fee of The NASDAQ Stock Market; and (vii) 50% of the preparation, printing and distribution cost of a blue sky memorandum (including any aircraft chartered in connection with the related reasonable fees and expenses of counsel road show (with the Underwriters agreeing to pay for the Underwriters). other 50%). The Company agrees to pay all costs and expenses of the Underwriters. The Company Issuer shall not, however, 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 6 or Section 7 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 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
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, Preliminary Prospectuses, the Pricing Prospectus, 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) disbursements, up to a maximum amount of $40,000), 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 Blue Sky laws; (vi) the Listing Fee of The NASDAQ Stock Market; and (vii) 50% of the preparation, printing and distribution cost of a blue sky memorandum (including any aircraft chartered in connection with the related reasonable fees and expenses of counsel road show (with the Underwriters agreeing to pay for the Underwriters). other 50%). 19 The Company agrees to pay all costs and expenses of the Underwriters. The Company Issuer shall not, however, 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 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 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
Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this Agreement and the Selling Stockholders under this Agreement, Indenture, including, without limiting the generality of the foregoing, the following: (i) the fees incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Notes; a...ccounting 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 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) Company; the cost of printing and delivering to, or as reasonably requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, Indenture and any supplements or amendments thereto; (vi) the fees incident to the listing of the Notes on any securities exchange; the filing fees of the Commission; (vii) and 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) Notes. Any transfer taxes imposed on 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 sale of the Shares under foreign or state securities or blue sky laws and Notes to the preparation, printing and distribution of a blue sky memorandum (including several Underwriters will be paid by the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. Company. The Company shall not, however, be required to pay for any of the Underwriters' expenses (other than those related expenses, including fees and disbursements of counsel for the Underwriters (except with respect to qualification under FINRA regulation and state securities or blue sky laws) review as contemplated above), except that, if this Agreement shall not be consummated because the conditions in Section 8 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) 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 failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, 16 then the Company shall reimburse the several Underwriters severally through the Representatives 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 Notes or in contemplation of performing their obligations hereunder; provided that hereunder, but 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 any of them of the Shares. Notes. View More
Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this Agreement and the Selling Stockholders under this Agreement, Indenture, including, without limiting the generality of the foregoing, the following: (i) the fees incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Notes; a...ccounting 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 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) Company; the cost of printing and delivering to, or as reasonably requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, Indenture and any supplements or amendments thereto; (vi) the fees incident to the listing of the Notes on any securities exchange; the filing fees of the Commission; (vii) and 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) Notes. Any transfer taxes imposed on 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 sale of the Shares under foreign or state securities or blue sky laws and Notes to the preparation, printing and distribution of a blue sky memorandum (including several Underwriters will be paid by the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. Company. The Company shall not, however, be required to pay for any of the Underwriters' expenses (other than those related expenses, including fees and disbursements of counsel for the Underwriters (except with respect to qualification under FINRA regulation and state securities or blue sky laws) review as contemplated above), except that, if this Agreement shall not be consummated because the conditions in Section 8 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 6 hereof, or this Agreement is terminated pursuant to Section 15 10(i)(a) or Section 10(i)(g) 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 failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters severally through the Representatives 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 Notes or in contemplation of performing their obligations hereunder; provided that hereunder, but 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 any of them of the Shares. Notes. View More
Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this Agreement and the Selling Stockholders under this Agreement, Indenture, including, without limiting the generality of the foregoing, the following: (i) the fees incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Notes; a...ccounting 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 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) Company; the cost of printing and delivering to, or as reasonably requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, Indenture and any supplements or amendments thereto; (vi) the fees incident to the listing of the Notes on any securities exchange; the filing fees of the Commission; (vii) and 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) Notes. Any transfer taxes imposed on 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 sale of the Shares under foreign or state securities or blue sky laws and Notes to the preparation, printing and distribution of a blue sky memorandum (including several Underwriters will be paid by the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. Company. The Company shall not, however, be required to pay for any of the Underwriters' expenses (other than those related expenses, including fees and disbursements of counsel for the Underwriters (except with respect to qualification under FINRA regulation and state securities or blue sky laws) review as contemplated above), except that, if this Agreement shall not be consummated because the conditions in Section 8 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) 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 failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters severally through the Representatives 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 Notes or in contemplation of performing their obligations hereunder; provided that hereunder, but 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 any of 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 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 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; the cost Listing Fee of printing certificates, if any, representing The Nasdaq Stock Market; and 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 up to a maximum amount of $20,000, 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). Blue Sky laws. The Company agrees to pay all costs and expenses of the Underwriters. The Company Issuer shall not, however, 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 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 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
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 Company; any roadshow expenses (other than the Selling Stockholders; (iii) all costs and expenses related to cost of any aircraft chartered for flights within 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 United States in connection with presentations to prospective purchasers of the Shares; (v) roadshow, which cost shall be borne fifty percent (50%) by the Company, on the one hand, and fifty percent (50%) by the Underwriters, on the other hand); 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, any the listing application, any Blue Sky survey, in each case, survey and any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the Listing Fee of the NASDAQ Global Select Market; any FINRA related filing fees fees; the costs and expenses (including reasonable without limitation any damages or other amounts payable in connection with legal fees and disbursements) incident to securing or contractual liability) associated with the reforming of any required review by FINRA of the 18 terms of the contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in an amount not to exceed $5,000; (viii) Section 1(b) hereof; and the cost of printing certificates, if any, representing expenses, including 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) Underwriters, incurred in connection with the qualification of the Shares under foreign or state 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. Blue 18 Sky laws. The Company shall not, however, be required to pay for any of the Underwriters' Underwriter's expenses (other than those related to qualification under FINRA regulation and state State securities or blue sky laws) Blue Sky laws which shall be paid by the Company), except that, 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 pursuant to Section 12 11(i), (vi) or (vii) 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 their 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 several Underwriters severally through the Representatives 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 but 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
