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 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, the listing application, any Listing Application, the Blue Sky survey, in each case, Survey and any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including the reasonable legal fees and disbursements) disbursements of counsel for the Underwriters) 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) Securities and Underlying Securities; the cost Listing Fee of printing certificates, if any, representing the Shares; (ix) NASDAQ Global Market; the costs and charges expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation in Section 1(b) hereof); the fees and expenses of any transfer agent, registrar trustee or depositary; registrar; the costs and (x) expenses of qualifying the expenses (including Securities for inclusion in the book-entry settlement system of DTC; and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters) Underwriters, incurred in connection with the qualification of the Shares Securities or Underlying Securities under foreign or state State securities or blue sky laws and Blue Sky laws. Any transfer taxes imposed on 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 sale of the Underwriters. Securities to the Underwriters will be paid by the Company. 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, 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(a)(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 Securities 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. Securities. 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 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) -13- 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, the listing application, any Indenture, the Blue Sky survey, in each case, Survey and 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 the Financial Industry Regulatory Authority, Inc. ("FINRA") of the 18 terms of the sale of the Shares Notes; any fees payable 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 expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any transfer agent, registrar or depositary; and (x) contracts for sale of the expenses (including Notes made by the Underwriters caused by a breach of the representation in Section 1(b); the expenses, including the reasonable fees and disbursements of counsel for the Underwriters) Underwriters, incurred in connection with the qualification of the Shares Notes under foreign or state securities or blue sky laws Blue Sky laws; the fees and expenses of the preparation, printing and distribution of a blue sky memorandum (including the related reasonable Trustee, including fees and expenses of counsel for the Underwriters). The Company agrees to pay Trustee; and all reasonable and documented out-of-pocket costs and expenses of the Underwriters. in connection with any roadshow. 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) Blue Sky laws or in connection with securing any required review by FINRA) 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 11 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 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 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. Notes. 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 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, the listing application, any Indenture, the Blue Sky survey, in each case, Survey and 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 the Financial Industry Regulatory Authority, Inc. ("FINRA") of the 18 terms of the sale of the Shares Notes; any fees payable 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 expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any transfer agent, registrar or depositary; and (x) contracts for sale of the expenses (including Notes made by the Underwriters caused by a breach of the representation in Section 1(b); the expenses, including the reasonable fees and disbursements of counsel for the Underwriters) Underwriters, incurred in connection with the qualification of the Shares Notes under foreign or state securities or blue sky laws Blue Sky laws; the fees and expenses of the preparation, printing and distribution of a blue sky memorandum (including the related reasonable Trustee, including fees and expenses of counsel for the Underwriters). The Company agrees to pay Trustee; and all reasonable and documented out-of-pocket costs and expenses of in connection with the Underwriters. NetRoadshow. 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) Blue Sky laws or in connection with securing any required review by FINRA) 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 11 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 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 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. Notes. 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 the Selling Stockholders; Company; (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); thereon; (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; any roadshow expenses; (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, Preliminary any Statutory Prospectuses, the Issuer Free Writing Prospectuses, the Final 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 reasonable and documented expenses (including reasonable legal related fees and disbursements) expenses of counsel for the Underwriter) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares in an amount not to exceed $5,000; (viii) on NASDAQ; (ix) the cost of printing certificates, if any, representing the Shares; (ix) (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the reasonable and (x) documented expenses of the expenses (including reasonable Underwriter incident to the offer and sale of the Shares under this Agreement by the Underwriter, and (xii) the fees and disbursements of counsel for the Underwriters) Underwriters, including the reasonable and documented expenses, including the related fees and expenses of counsel for the Underwriters, incurred in connection with the qualification of the Shares under foreign or state securities or blue sky Blue Sky laws and the preparation, printing and distribution of a blue sky memorandum (including Blue Sky memorandum. Notwithstanding the related reasonable fees and foregoing, in no event shall the amount of 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 reimbursed 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. clause (xii) above exceed $50,000. 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 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 roadshow 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 copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, Prospectuses and the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, Prospectus and any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the any 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 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) 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 the securities or blue sky Blue Sky laws of any state or other jurisdiction; and the preparation, printing reasonable and distribution documented fees and expenses of a blue sky memorandum (including the related reasonable Trustee, including fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. Trustee. The Company 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 the securities or blue sky laws) Blue Sky laws of any state or other jurisdiction) 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 10 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, then the Company shall reimburse the several Underwriters severally through the Representatives for reasonable and their documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel upon the receipt by the Company of an invoice therefor, reasonably incurred in connection with investigating, marketing and proposing to market the Shares Notes 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. Notes. 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 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, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, Survey and any 20 supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and reasonable 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 Securities; costs and expenses incident to exceed $5,000; (viii) listing the cost of printing certificates, if any, representing the Shares; (ix) Securities on The Nasdaq Global Market; the costs and charges expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any transfer agent, registrar or depositary; and (x) contracts for sale of the expenses (including Securities made by the Underwriters caused by a breach of the representation in Section 1(c) hereof; the reasonable expenses, including the reasonable fees and disbursements of counsel for the Underwriters) Underwriters, incurred in connection with the qualification of the Shares Securities under foreign or state State securities or blue sky laws Blue Sky laws; and 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 counsel) incident to the performance of its obligations hereunder not otherwise specifically provided for the Underwriters). The Company agrees to pay all here, provided however such costs and expenses of the Underwriters. shall not exceed $150,000. 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 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, satisfied (unless such failure is due primarily to the default or omission of any Underwriter), 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 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 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 Securities 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. Securities. 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 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 roadshow expenses incurred by or on behalf of the Company and Selling Stockholders representatives in connection with presentations up to prospective purchasers of the Shares; (v) $50,000; 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, Prospectuses and the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, Prospectus and any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the any 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 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) 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 the securities or blue sky Blue Sky laws of any state or other jurisdiction; and the preparation, printing reasonable and distribution documented fees and expenses of a blue sky memorandum (including the related reasonable Trustee, including fees and expenses of counsel for the Underwriters). The Company agrees to pay all costs and expenses of the Underwriters. Trustee. The Company 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 the securities or blue sky laws) Blue Sky laws of any state or other jurisdiction) 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 10 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, then the Company shall reimburse the several Underwriters severally through the Representatives for reasonable and their documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel upon the receipt by the Company of an invoice therefor, reasonably incurred in connection with investigating, marketing and proposing to market the Shares Notes 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. Notes. 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 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 roadshow expenses incurred by or on behalf of the Company for airfare, hotel and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) other travel expenses; 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, Survey and 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 the FINRA of the 18 terms of the sale of the Shares in an amount not to exceed $5,000; (viii) Securities; 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 Securities 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 Sky laws. The Company 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 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 Representative pursuant to Section 12 11 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 several Underwriters severally through the Representatives for reasonable and documented out-of-pocket 17 expenses, including reasonable fees and disbursements of counsel 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 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. Securities. 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 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 roadshow expenses incurred by or on behalf of the Company for airfare, hotel and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) other travel expenses; 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, Survey and 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 the FINRA of the 18 terms of the sale of the Shares in an amount not to exceed $5,000; (viii) Securities; 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 Securities 22 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 Sky laws. The Company 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 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 Representative pursuant to Section 12 11 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 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 Securities 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. Securities. 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 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 roadshow expenses incurred by or on behalf of the Company for airfare, hotel and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; (v) other travel expenses; 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, Survey and any supplements or 22 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 the FINRA of the 18 terms of the sale of the Shares in an amount not to exceed $5,000; (viii) Securities; 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 Securities 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 Sky laws. The Company 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 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 Representative pursuant to Section 12 11 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 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 Securities 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. Securities. View More
