Covenant to Pay Costs Contract Clauses (65)

Grouped Into 1 Collection of Similar Clauses From Business Contracts

This page contains Covenant to Pay Costs clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Covenant to Pay Costs. (a) The Company agrees to pay, or cause to be paid, all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters (including costs of mailing and shipment), (ii) the printing, registration, issue, sale and delivery of the Shares, including an...y stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters (including costs of mailing and shipment), (iv) the qualification of the Shares for offer and sale under state or non-U.S. laws and the determination of their eligibility for investment under state or non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters, (v) the fees and expenses incurred in connection with the listing of the Shares on the NYSE MKT and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Shares by FINRA up to $30,000, including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the transfer agent and registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering of the Shares to prospective investors and the Underwriters' respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show and (ix) the performance of the Company's other obligations hereunder. (b) If this Agreement is terminated by the Representatives in accordance with the provisions of Sections 5, 6(b)(1) or 6(b)(2)(B), 6(b)(3) or 7 hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of counsel to the Underwriters. View More
Covenant to Pay Costs. (a) The Company agrees to pay, or cause to be paid, pay all costs, expenses, fees and taxes in connection with the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement, the each Preliminary Prospectus, any Issuer the Prospectus, each Permitted Free Writing Prospectus and the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (incl...uding costs of mailing and shipment), (ii) the printing, registration, issue, sale and delivery of the Shares, Shares including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, Powers of Attorney and Custody Agreements and any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offer offering and sale under state or non-U.S. foreign laws and the determination of their eligibility for investment under state or non-U.S. foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters, Underwriters and to dealers, (v) the fees and expenses incurred in connection with the any listing of the Shares on any securities exchange or qualification of the Shares for quotation on the NYSE MKT and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Shares by FINRA up to $30,000, FINRA, including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the any transfer agent and or registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters' respective sales forces, investors, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Company and any such consultants, and one-half the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters) and the costs of all Exempt Oral Communications and Covered Exempt Written Communications, (ix) the costs and expenses of qualifying the Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, (xi) the offer and sale of the Reserved Shares, including all reasonable costs and expenses of UBS-FinSvc and the Underwriters, and the documented fees and disbursements of counsel for the Underwriters in connection with the sale of such Reserved Shares and (xii) the performance of the Company's other obligations hereunder. (b) If this Agreement is terminated hereunder; provided, that the legal fees and filing fees and other disbursements of counsel payable by the Representatives Company pursuant to clause (xi) shall not exceed $5,000 on a combined basis and those pursuant to clauses (iv) and (vi) above shall not exceed $40,000. It is understood, however, that except as provided in accordance with this Section 5, Section 6 entitled "Reimbursement of the provisions of Sections 5, 6(b)(1) or 6(b)(2)(B), 6(b)(3) or 7 hereof, the Company shall reimburse Underwriters' Expenses" and Section 10 entitled "Indemnity and Contribution," the Underwriters for will pay all of their out-of-pocket costs and expenses, including the fees and disbursements of counsel to their counsel, stock transfer taxes payable on resale of any of the Underwriters. Shares by them and any advertising expenses connected with any offers they may make. View More
Covenant to Pay Costs. (a) The Company Holdings agrees to pay, or cause to be paid, pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the each Preliminary Prospectus, any Issuer the Prospectus, each Permitted Free Writing Prospectus and the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters Underwriter and to dealers (including costs of mailing and shipment), (ii) the ...printing, registration, issue, sale and delivery of the Shares, Shares including (except as set forth in Section 6(c)), any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance sale or delivery of the Shares to the Underwriters, Underwriter, (iii) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, any Powers of Attorney and Custody Agreements and any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offer offering and sale under state or non-U.S. foreign laws and the determination of their eligibility for investment under state or non-U.S. foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) Underwriter) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters, (v) the fees Underwriter and expenses incurred in connection with the to dealers, any listing of the Shares on any securities exchange or qualification of the NYSE MKT Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) and any filing for review of the public offering of the Shares by FINRA up to $30,000, FINRA, including the legal fees and filing fees and other disbursements of counsel to the Underwriters Underwriter relating to FINRA matters, (vii) subject to a cap of $15,000, (v) the fees and disbursements of the any transfer agent and or registrar for the Shares, (viii) and (vi) the performance of Holdings' and the Selling Stockholders' other obligations hereunder, provided that, except as otherwise explicitly provided in this Agreement, the Underwriter shall pay the costs and expenses of the Company relating to presentations or meetings undertaken incurred by them in connection with the marketing of the offering of the Shares to prospective investors and the Underwriters' respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show and (ix) the performance of the Company's other obligations hereunder. (b) If this Agreement is terminated by the Representatives in accordance with the provisions of Sections 5, 6(b)(1) or 6(b)(2)(B), 6(b)(3) or 7 hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, contemplated hereby, including the fees and disbursements expenses -23- of counsel to its legal counsel. The provisions of this Section shall not affect any agreement that Holdings and the Underwriters. Selling Stockholders have made or may make for the sharing of such costs and expenses. View More
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