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 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) Company; 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 Blue Sky survey, in each case, Underwriters' Selling Memorandum and the Underwriters' Invitation Letter, if any, the Listing Application 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) disbursements of Underwriters counsel) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares; the transfer and delivery 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 Underwriters (including any transfer agent, registrar or depositary; stamp taxes payable thereon); filing fees and (x) the expenses incident to qualification under State securities or Blue Sky laws (including reasonable legal fees and disbursements of counsel for Underwriters counsel) and the Underwriters) incurred in connection with the qualification Listing Fee 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. NYSE. 16 The Company shall not, however, be required to pay for any of the Underwriters' Underwriters costs, expenses and fees (other than those related to qualification under FINRA regulation and state State securities or blue sky laws) Blue Sky laws and those of counsel of the Underwriters related thereto) 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 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 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 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. The reimbursement obligations of the Company pursuant to this Section 5 shall survive termination of this Agreement. 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 one counsel for the Selling Stockholders; Shareholders (the "One Selling Shareholder Counsel"); (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 costs and other expenses incurred by or of the Company relating to investor presentations on behalf of Company and Selling Stockholders representatives any roadshow undertaken in connection with presentations to prospective purchasers the marketing of the Shares; offering of the Shares, including, without limitation, travel and lodging expenses of the officers of the Company and 50% of the cost of any aircraft chartered in connection with the road show (the remaining 50% of the cost of such aircraft to be paid by the Underwriters); (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; (viii) all expenses and application fees related to the listing of the Shares in an amount not to exceed $5,000; (viii) on the NASDAQ Global Market; (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 costs and (x) the expenses (including reasonable 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 Shares made by the Underwriters caused by a breach of the representation in Section 1((a)(ii) hereof); and (xii) the expenses, including the 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 Blue Sky laws and the preparation, printing and distribution of a blue sky Blue Sky memorandum (including the related reasonable fees 23 and expenses of counsel for the Underwriters). To the extent, if at all, that any of the Selling Shareholders engage special legal counsel (other than the One Selling Shareholder Counsel) to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Shareholder. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Sellers pro rata. The Company agrees to pay all costs and expenses of the Underwriters. Underwriters, including the fees and disbursements of counsel for the Underwriters, incident to the offer and sale of Directed Shares by the Underwriters to employees and persons having business relationships with the Company and the Subsidiaries. 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 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 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, 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 and the Selling Shareholders 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 18 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 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; costs and expenses incident to listing the Shares in an amount not to exceed $5,000; (viii) the cost of printing certificates, if any, representing the Shares; (ix) 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; contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(c) hereof; and (x) the expenses (including reasonable expenses, including the 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 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 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 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
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); (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, Prospectus, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, Listing Application and any supplements or amendments thereto; (vi) (iv) the filing fees of the Commission; (vii) (v) the filing fees and expenses (including reasonable (excluding legal fees and disbursements) disbursements of counsel to 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) Shares; (vi) the cost Listing Fee of printing certificates, if any, representing the Shares; (ix) Nasdaq Global Select Market; and (vii) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable expenses, excluding 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 Blue Sky laws, not to pay all costs and expenses of the Underwriters. exceed $2,500. The Company shall not, however, be required to pay for any of the Underwriters' costs and expenses (other than those related as described in clauses (v) and (vii) above), including, without limitation, (a) the fees and expenses of counsel to qualification under FINRA regulation the Underwriters, (b) the "roadshow" expenses of the Underwriters and state securities or blue sky laws) except that, (c) the advertising expenses of the Underwriters incurred in connection with the Offering; provided, however, if the sale of Shares pursuant to Section 2 of 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(a) 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 an Underwriter, the Company shall reimburse the Underwriters severally through the Representatives for reasonable and documented out-of-pocket expenses, including reasonable and documented 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
Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of INVH, the Co-Guarantors and the Company and the Selling Stockholders under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of INVH, the Co-Guarantors or the Company; (ii) the fees and disbursements of counsel for INVH, the Company and Co-Guarantors or the Selling Stockholders; Company; (iii) all costs and expenses related to the prepa...ration, transfer and delivery of the Shares Securities 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 INVH, the Co-Guarantors or Company and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; Securities; (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Transaction Documents, the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, and, 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 Securities in an amount not to exceed $5,000; (viii) any costs relating to the cost of printing certificates, Global Notes, if any, representing the Shares; Securities; (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 Securities 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 Underwriters) in an amount not to pay exceed $5,000; (xi) any fees charged by rating agencies for rating the Securities; (xii) all costs expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; and (xiii) the fees and expenses of the Underwriters. Trustee and any paying agent (including related fees and expenses of any counsel to such parties). 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 and state securities or 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 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, 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 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. 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 Sellers 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; Stockholder; (iii) except to the extent paid by the Sellers as described below, all costs and expenses related to the transfer a...nd delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon (if applicable); thereon; (iv) the transportation costs and other expenses incurred by or of the Company relating to investor presentations on behalf of Company and Selling Stockholders representatives any "road show" undertaken in connection with presentations to prospective purchasers the marketing of the Shares; offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 representatives and officers of the Company and any such consultants (it being understood that the Company and the Underwriters shall each bear half the costs, respectively, associated with the cost of aircraft chartered in connection with the road show and that the Underwriters shall bear the cost of any other travel and lodging expenses they incur); (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) disbursements in an amount not to exceed $40,000) 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 of the Exchange; (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 costs and (x) the 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 Shares made by the Underwriters caused by a breach of the representation in Section 1(a)(ii) hereof); and (xii) and the expenses, including the 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 Blue Sky laws and the preparation, printing and distribution of a blue sky Blue Sky memorandum (including the reasonable related reasonable fees and expenses of counsel for the Underwriters). The Company agrees Underwriters) in an amount not to pay all costs exceed $15,000. To the extent, if at all, that the Selling Stockholder engages special legal counsel to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by the Underwriters. Company. Any transfer taxes imposed on the sale of the Shares to the several Underwriters by the Sellers will be paid by the Sellers pro rata. The Company Sellers shall not, however, be required to pay for any of the Underwriters' Underwriter's expenses (other than those related to qualification under FINRA regulation (including legal fees and disbursements in an amount not to exceed $40,000) and state securities or blue sky laws) Blue Sky laws (in an amount not to exceed $15,000)) 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 hereof, 9 hereof or by reason of any failure, refusal or inability on 25 the part of the Company or the Selling Stockholder 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 all 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 and the Selling Stockholder 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. 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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 20 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 trans...fer 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; (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters 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) (v) the filing fees of the Commission; (vii) (vi) all expenses and application fees related to 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 listing of the Shares in an amount not to exceed $5,000; (viii) on of the New York Stock Exchange; (vii) the cost of printing certificates, if any, representing the Shares; (ix) (viii) the costs and charges of any transfer agent, registrar or depositary; and (x) (ix) the costs and expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the qualification reforming of any contracts for sale of the Shares under foreign or state securities or blue sky laws and made by the preparation, printing and distribution of Underwriters caused by 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 breach of the Underwriters. representation in Section 1(b) hereof). 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 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 or the Operating Partnership 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 Underwriters, the Company shall reimburse the several Underwriters severally through the Representatives for reasonable out-of-pocket 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
Costs and Expenses. The Except as otherwise provided in this Agreement, the Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders Sellers 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) Company; all costs and expenses related to the transfer and delivery o...f 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 thereon; any roadshow expenses; provided, however, that, in connection with presentations to meetings with prospective purchasers and any roadshow undertaken in connection with the marketing of the Shares; (v) Shares, (A) the Company and the Underwriters will each bear 50% of the costs associated with any chartered aircraft used, and (B) the Company and the Underwriters will each pay their own lodging and other costs associated with the roadshow; 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 and documented legal fees and disbursements) incident to securing any required review by FINRA of the 18 terms of the sale of the Shares; all expenses and application fees related to the listing of the Shares in an amount not to exceed $5,000; (viii) on of the Exchange; the cost of printing certificates, if any, representing the Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; the costs and (x) the 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 Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof); and the expenses, including the reasonable and documented 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 Blue Sky laws and the preparation, printing and distribution of a blue sky Blue Sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees Underwriters); provided, however, that the aggregate amount of legal fees and disbursements of counsel for the Underwriters incurred pursuant to pay all costs -21- subclauses (vii) and expenses of the Underwriters. (xii) shall not exceed $45,000. 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 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 the part of the Company or the Selling Stockholder 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 and documented 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 and the Selling Stockholder 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. Notwithstanding anything to the contrary in this Agreement, the Selling Stockholder shall be solely responsible for payment of all costs, expenses, fees, and disbursements of counsel to the Selling Stockholder and all underwriting discounts and commissions in connection with the sale of shares by the Selling Stockholder. 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 any roadshow expenses; provided, however, that, in connection with presentations to meetings with prospective purchasers and any roadshow undertaken in connection with the marketing of the Shares; Shares, (A) the Company and the Underwriters will each bear 50% of the costs associated with any chartered aircraft used, and (B) the Company and the Underwriters will each pay their own lodging and other costs associated with the roadshow; (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 and documented legal fees and disbursements) 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 of the Exchange; (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 costs and (x) the 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 Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof); and (xii) the expenses, including the reasonable and documented 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 Blue Sky laws and the preparation, printing and distribution of a blue sky Blue Sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees Underwriters); provided, however, that the aggregate amount of legal fees and disbursements of counsel for the Underwriters incurred pursuant to pay all costs subclauses (vii) and expenses of the Underwriters. (xii) shall not exceed $[ ]. 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 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 10 hereof, or by reason of any failure, refusal or inability on the part of the Company -17- 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 and documented 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
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) any roadshow expenses, provided, however, that the transportation Underwriters and the Company agree that the Underwriters shall be responsible for the payment of the Underwriters' food and lodging expenses and 22 fifty percent (50%) of the cost of aircraft and other expenses incurred by or on behalf of Company and Selling Stockholders representatives transportation chartered in connection with presentations the road show, to prospective purchasers of the Shares; extent applicable; (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) disbursements of counsel for the Underwriters in an amount not to exceed $25,000) 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 the Nasdaq Global Select Market; (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 costs and (x) the expenses (including reasonable 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 Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof; and (xii) and the expenses, including the 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 Blue Sky laws and the preparation, printing and distribution of a blue sky Blue Sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters). The Company agrees Underwriters) in an amount not to pay all costs and expenses of the Underwriters. exceed $15,000. 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 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, hereof (other than subclauses (ii), (iii), (v) or (viii) of subsection (a) of Section 12), 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 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. Except as provided in this Section 7, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. View More
