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; 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 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 23 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
Costs and Expenses. (a) The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholders; Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including [RESERVED]; ...(iv) except as otherwise may be agreed, 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; roadshow expenses; (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters Underwriter 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 up to an amount not to exceed $5,000; $10,000; (viii) all expenses and application fees related to the listing of the Shares on of the New York Stock 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) expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the expenses (including reasonable reforming of any contracts for sale of the Shares made by the Underwriter caused by a breach of the representation in Section 1(b) hereof); (xii) the expenses, including the fees and disbursements of counsel for the Underwriters) Underwriter, 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 to pay all costs Underwriter); and expenses (xiii) the reasonable fees and disbursements of one counsel chosen by the Underwriters. Selling Stockholders. 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 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives Underwriter pursuant to Section 12 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholders 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 the Underwriter, the Company shall reimburse the Underwriters severally through the Representatives Underwriter 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 20 proposing to market the Shares or in contemplation of performing their its obligations hereunder; provided that but the Company shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them it of the Shares. (b) The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Shares to the Underwriter and (ii) except as set forth in clause (xiii) of Section 6(a) hereof, the fees and disbursements of their respective counsel and other advisors; provided, however, that the provisions of this Section 6(b) shall not affect any agreement that the Company and the Selling Stockholders may make for the sharing of such costs and expenses. 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 Stockholder 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 "road show" 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 25 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, and 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 New York Stock 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; and (x) (xi) the expenses (including 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). Underwriters); provided, however, that the aggregate amount of legal fees and disbursements of counsel for the Underwriters incurred pursuant to subclauses (vii) and (xii) shall not exceed $25,000. The Company agrees to pay all costs and expenses of the Underwriters. Underwriters, including the reasonable and documented fees and disbursements of counsel for the Underwriters, incident to the offer and sale of Directed Shares by the Underwriters to employees of the Company and the Subsidiaries, which costs and expenses shall not exceed $10,000. 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 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 Selling Stockholder 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 and documented fees and disbursements of counsel one 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) the transportation and other any roadshow expenses (except roadshow expenses incurred by or on behalf of Company and Selling Stockholders representatives in connection with presentations to prospective purchasers of the Shares; 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 and documented legal fees and disbursements) disbursements up to $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; and (x) (xi) 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 Blue Sky laws and the preparation, printing and distribution of a blue sky Blue Sky memorandum (including the reasonable and documented related reasonable fees and expenses of counsel for the Underwriters). The Company agrees Underwriters up to pay all costs and expenses $15,000). Any transfer taxes imposed on the sale of the Underwriters. Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters' Underwriter's costs or 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 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives Representative 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 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 one counsel, reasonably 19 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. Notwithstanding anything to the contrary in this Section 5, the Company, on the one hand, and the Underwriters, on the other hand, shall share equally any third party costs of private aircraft incurred by or on behalf of the Company in connection with the roadshow. View More
Costs and Expenses. The Subject to the Registration Rights Agreement, the Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders Stockholder 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 selected by the Selling Stockholders; Stockholder; (iii) all costs and expenses related ...to the transfer and delivery of the Shares to the Underwriters, including Underwriter; (iv) any transfer or other taxes payable thereon (if applicable); (iv) roadshow expenses of the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders its representatives in connection with presentations to prospective purchasers of (other than the Shares; Underwriter); (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters Underwriter 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; Commission, if any; (vii) the filing fees and expenses (including reasonable legal fees and disbursements) disbursements of counsel to the Underwriter in an amount not to exceed $10,000) 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; Shares; (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 expenses, including the fees and disbursements of counsel for the Underwriters) Underwriter, 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 Underwriter in an amount not to pay all costs and expenses of the Underwriters. exceed $10,000). The Company shall not, however, be required to pay for any 22 Exhibit 1.1 underwriting discounts and commissions, incentive or advisory fees payable to the Underwriter in connection with the transactions contemplated hereby or transfer taxes, if any, on behalf of the Underwriters' Selling Stockholder, which shall be paid by the Selling Stockholder. In addition, Company shall not be required to pay for any of the Underwriter's expenses (other than those all the expenses and fees 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 Underwriter pursuant to Section 12 10 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 the Underwriter, the Company shall reimburse the Underwriters severally through the Representatives Underwriter 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 neither the Company nor the Selling Stockholder shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them of the Shares. View More
Costs and Expenses. (a) The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholders; Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including [RESERVED]; ...(iv) except as otherwise may be agreed, 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; roadshow expenses; (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 21 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 up to an amount not to exceed $5,000; $10,000; (viii) all expenses and application fees related to the listing of the Shares on of the New York Stock 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) expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the expenses (including reasonable 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); (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 and expenses of counsel for the Underwriters). The Company agrees to pay all costs Underwriters); and expenses (xiii) the reasonable fees and disbursements of one counsel chosen by the Underwriters. Selling Stockholders. 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 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 or the Selling Stockholders 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 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. (b) The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Shares to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) except as set forth in clause (xiii) of Section 6(a) hereof, the fees and disbursements of their respective counsel and other advisors; provided, however, that the provisions of this Section 6(b) shall not affect any agreement that the Company and the Selling Stockholders may make for the sharing of such costs and expenses. View More
Costs and Expenses. The Subject to the Registration Rights Agreement, the Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders Stockholder 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 selected by the Selling Stockholders; Stockholder; (iii) all costs and expenses related ...to the transfer and delivery of the Shares to the Underwriters, including Underwriter; (iv) any transfer or other taxes payable thereon (if applicable); (iv) roadshow expenses of the transportation and other expenses incurred by or on behalf of Company and Selling Stockholders its representatives in connection with presentations to prospective purchasers of (other than the Shares; Underwriter); (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters Underwriter 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; Commission, if any; (vii) the filing fees and expenses (including reasonable legal fees and disbursements) disbursements of counsel to the Underwriter in an amount not to exceed $10,000) 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; Shares; (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 expenses, including the fees and disbursements of counsel for the Underwriters) Underwriter, 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 Underwriter in an amount not to pay all costs and expenses of the Underwriters. exceed $10,000). The Company shall not, however, be required to pay for any underwriting discounts and commissions, incentive or advisory fees payable to the Underwriter in connection with the transactions contemplated hereby or transfer taxes, if any, on behalf of the Underwriters' Selling Stockholder, which shall be paid by the Selling Stockholder. In addition, Company shall not be required to pay for any of the Underwriter's expenses (other than those all the expenses and fees 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 Underwriter pursuant to Section 12 10 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 23 is due primarily to the default or omission of any the Underwriter, the Company shall reimburse the Underwriters severally through the Representatives Underwriter 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 neither the Company nor the Selling Stockholder shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them of the Shares. View More
Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders Underwriters 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 transfer, stamp, issuance 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 Prospectuses, the Issuer Covered 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 of underwriters' counsel of up to $25,000 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; 20 Shares; (viii) the delivery and distribution of the Custody Agreement and the fees and expenses of the Custodian; (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) [reserved]; and (x) (xii) the expenses (including reasonable 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 to pay all costs and expenses Any transfer taxes imposed on the sale of the Underwriters. Shares to the several Underwriters, other than any transfer taxes required to be paid by the Selling Stockholder pursuant to this Agreement, 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 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 Underwriters 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 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 and 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 Underwriters 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 20 Shares to the Underwriters, including ...any transfer transfer, stamp, issuance 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 Prospectuses, the Issuer Covered 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 of underwriters' counsel of up to $25,000 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; (viii) the delivery and distribution of the Custody Agreement and the fees and expenses of the Custodian; (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) [reserved]; and (x) (xii) the expenses (including reasonable 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 to pay all costs and expenses Any transfer taxes imposed on the sale of the Underwriters. Shares to the several Underwriters, other than any transfer taxes required to be paid by the Selling Stockholder pursuant to this Agreement, 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 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 Underwriters 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 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 and 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 Underwriters 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 transfer, stamp, issuance 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 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 New York Stock 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 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) 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 to pay all costs and expenses Any transfer taxes imposed on the sale of the Underwriters. Shares to the several 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 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 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 17 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 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
