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Expenses Clause Example with 349 Variations from Business Contracts
This page contains 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.
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation... 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the 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, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.
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Casper Sleep Inc. contract
Variations of a "Expenses" Clause from Business Contracts
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees and the Guarantors, jointly and severally, agree, to pay or cause to be paid all expenses expenses, costs, fees and taxes incident to and in connection with: (a) the performance preparation, printing, filing and distribution of its obligations under this Agreement, including: (i) the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering ...Memorandum (including, without limitation, financial statements and exhibits and one or more versions of the Preliminary Offering Memorandum and the Offering Memorandum for distribution in Canada, including in the form of a Canadian "wrapper" (including related fees and expenses of Canadian counsel to the Initial Purchasers)) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's counsel and the Company's Guarantors' accountants and counsel, but not, however, legal fees and expenses of the Initial Purchasers' counsel incurred in connection therewith); (b) the preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Indenture, the Registration Rights Agreement, all Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the Exempt Resales (but not, however, legal fees and expenses of the Initial Purchasers' counsel incurred in connection with any of the foregoing other than fees of such counsel plus reasonable disbursements incurred in connection with the registration preparation, printing and delivery of such Blue Sky memoranda); (c) the Shares under the Securities Act issuance and all other fees or expenses in connection with the preparation 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to delivery by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, Notes and by the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery Guarantors of the Shares to the Underwriters, including Guarantees and any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with therewith; (d) the qualification of the Shares Notes and Exchange Notes for offer and sale under state the securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the or Blue Sky or Legal Investment memorandum, (iv) all filing fees laws of the several states and any foreign jurisdictions as the Initial Purchasers may designate (including, without limitation, the reasonable fees and disbursements of the Initial Purchasers' counsel relating to such registration or qualification); (e) the Underwriters incurred furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the review Exempt Resales; (f) the preparation of certificates for the Notes (including, without limitation, printing and qualification engraving thereof); (g) the approval of the offering of the Shares Notes by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to DTC for "book-entry" transfer (including fees and disbursements expenses of counsel for the Underwriters pursuant to subsections (iii) Initial Purchasers reasonably incurred therewith); (h) the rating of the Notes and (iv) shall not exceed $55,000), (v) all fees the Exchange Notes; (i) the obligations of the Trustee, any agent of the Trustee and expenses the counsel for the Trustee in connection with the preparation Indenture, the Notes, the Guarantees, the Exchange Notes and filing the Exchange Guarantees; (j) the performance by the Company and the Guarantors of their other obligations under this Agreement; and (k) all travel expenses (provided that the registration statement on Form 8-A relating Company and the Guarantors shall only be required to pay 50% of expenses related to chartered aircraft) of each Initial Purchaser and the Common Stock Company's officers and all costs employees and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and other expenses of each Initial Purchaser and the Company relating to investor presentations on any "road show" undertaken in connection with the marketing attending or hosting meetings with prospective purchasers of the 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, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges Notes, and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. electronic road show.
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RSP Permian, Inc. contract
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees Issuer and the Guarantors jointly and severally agree to pay or cause to be paid all expenses expenses, costs, fees and taxes incident to and in connection with: (a) the performance preparation, printing, filing and distribution of its obligations under this Agreement, including: (i) the Pricing Disclosure Package and the Final Offering Memorandum (including, with...out limitation, financial statements and exhibits) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's counsel Issuer's and the Company's Guarantors' accountants and counsel, but not, however, legal fees and expenses of the Initial Purchasers' counsel incurred in connection therewith); (b) the preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Indenture, the Registration Rights Agreement, all Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the Exempt Resales (but not, however, legal fees and expenses of the Initial Purchasers' counsel incurred in connection with any of the foregoing other than fees of such counsel plus reasonable disbursements incurred in connection with the registration preparation, printing and delivery of such Blue Sky memoranda); (c) the Shares under issuance and delivery by the Securities Act Issuer of the Notes and all other fees or expenses by the Guarantors of the Guarantees and any taxes payable in connection with the preparation 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with therewith; (d) the qualification of the Shares Notes for offer and sale under state the securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the or Blue Sky or Legal Investment memorandum, (iv) all filing fees laws of the several states and any foreign jurisdictions as the Initial Purchasers may reasonably designate (including, without limitation, the reasonable fees and disbursements of the Initial Purchasers' counsel relating to such registration or qualification); (e) the Underwriters incurred furnishing of such copies of the Pricing Disclosure Package and the Final Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the review Exempt Resales; (f) the preparation of certificates for the Notes (including, without limitation, printing and qualification engraving thereof); (g) the approval of the offering of the Shares Notes by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to DTC for "book-entry" transfer (including fees and disbursements expenses of counsel for the Underwriters pursuant Initial Purchasers); (h) the rating of the Notes; (i) the obligations of the Trustee, any agent of the Trustee and the counsel for the Trustee in connection with the Indenture and theNotes; (j) the performance by the Issuer and the 23 Guarantors of their other obligations under this Agreement; (k) the travel expenses incurred by or on behalf of representatives of the Issuer in connection with attending or hosting meetings with prospective purchasers of the Notes, and expenses associated with any electronic road show (it being understood that the Initial Purchasers, collectively, shall bear one-half of the costs associated with any chartered aircraft and that the Issuer and the Initial Purchasers will each pay their own costs associated with hotel accommodations) and (l) any other expenses of each Initial Purchaser and the Issuer incident to subsections (iii) the performance by the Issuer of its obligations hereunder; provided, however, that except as specifically provided in this Section 7 and (iv) in Section 12, the Initial Purchasers shall not exceed $55,000), (v) all fees pay their own costs and expenses in connection with the preparation their legal counsel and filing presentations for prospective purchasers of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the 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, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. Notes.
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Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement becomes effective or is terminated, the Company agrees Sonic Parties, jointly and severally, agree, to pay or cause to be paid all expenses reasonable documented out-of-pocket expenses, costs, fees and taxes incident to and in connection with: (a) the performance preparation, printing, filing and distribution of its obligations under this Agreement, including: (i) the Preliminary Offering Memorand...um, the Pricing Disclosure Package, the Final Offering Memorandum and the Schedule III Documents (including, without limitation, financial statements and exhibits and one or more versions of the Preliminary Offering Memorandum and the Final Offering Memorandum, if requested, for distribution in Canada, including in the form of a Canadian "wrapper" (including related fees and expenses of Canadian counsel to the Initial Purchaser)) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's counsel Sonic Parties' accountants, other experts and counsel); (b) the Company's accountants in connection with the registration preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Shares under Indenture, the Securities Act Offered Notes, the Guarantee and the other Related Documents, all Blue Sky memoranda and all other fees or expenses agreements, memoranda, correspondence and 26 other documents printed and delivered in connection therewith and with the preparation 19 Exempt Resales; (c) the issuance and filing delivery by the Co-Issuers of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to Offered Notes and by the Company and amendments and supplements to any Guarantor of the foregoing, including all printing costs associated therewith, Guarantee and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with therewith; (d) the qualification of the Shares Offered Notes for offer and sale under state the securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the or Blue Sky or Legal Investment memorandum, (iv) all filing fees laws of the several states and any foreign jurisdictions as the Initial Purchaser may designate (including, without limitation, the reasonable fees and disbursements of the Initial Purchaser's counsel relating to such registration or qualification); (e) the Underwriters furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Final Offering Memorandum and the Schedule III Documents, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt Resales; (f) the preparation of certificates for the Offered Notes (including, without limitation, printing and engraving thereof); (g) the fees and expenses of the accountants and other experts incurred in connection with the review and qualification delivery of the offering of comfort letters and "agreed upon procedures" letters to the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters Initial Purchaser pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing terms of this Agreement; (h) the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs reasonable fees, disbursements and expenses of outside legal counsel to the Company relating to investor presentations on any "road show" undertaken in connection with Initial Purchaser, the marketing fees of outside accountants, the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination costs of any electronic road show, expenses associated with diligence service, and the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with other third party service provider or advisor retained by the road show presentations Initial Purchaser with the prior approval of the Company, travel Co-Issuers (not to be unreasonably withheld); (i) the custody of the Offered Notes and lodging the approval of the Offered Notes by DTC for "book-entry" transfer (including fees and expenses of counsel for the representatives and officers Initial Purchaser); (j) the rating of the Company and any such consultants, and one-half Offered Notes; (k) the obligations of the cost Trustee, the Servicer, any agent of any aircraft chartered the Trustee or the Servicer and the counsel for the Trustee or the Servicer in connection with the road show (the remaining half Indenture, the Offered Notes, the Guarantee or the other Related Documents; (l) the performance by the Sonic Parties of their other obligations under this Agreement and under the other Related Documents which are not otherwise specifically provided for in this Section 6; (m) all reasonable travel expenses (including expenses related to chartered aircraft) of the cost to be paid by Initial Purchaser and Sonic Parties' officers and employees and any other expenses of each of the Underwriters), (ix) Initial Purchaser, the document production charges Sonic Parties in connection with attending or hosting meetings with prospective purchasers of the Offered Notes, and expenses associated with printing this Agreement any "road show" presentation to potential investors (including any electronic "road show" presentations); (n) compliance with Rule 17g-5 under the 1934 Act; and (x) (o) all sales, use and other costs and expenses incident taxes (other than income taxes) related to the performance of transactions contemplated by this Agreement, the obligations of Indenture, the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and Offered Notes, the last paragraph of Section 11 below, Guarantee or the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. other Related Documents.
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Found in
Sonic Corp. contract
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses expenses, costs, fees and taxes incident to and in connection with: (a) the performance preparation, printing, filing and distribution of its obligations under this Agreement, including: (i) the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum (including, without limitation, financi...al statements and exhibits and one 12 or more versions of the Preliminary Offering Memorandum) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's counsel accountants and counsel); (b) the Company's accountants in connection with the registration preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Shares under Indenture, the Securities Act Registration Rights Agreement, all blue sky memoranda and all other fees or expenses agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the preparation 19 Exempt Resales; (c) the issuance and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to delivery by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, Notes and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with therewith; (d) the qualification of the Shares Notes and Exchange Notes for offer and sale under state the securities or blue sky laws of the several states and any foreign jurisdictions as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and Initial Purchasers may designate (including, without limitation, the reasonable fees and disbursements of the Initial Purchasers' counsel relating to such registration or qualification); (e) the Underwriters incurred furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the review Exempt Resales; (f) the preparation of certificates for the Notes (including, without limitation, printing and qualification engraving thereof); (g) the approval of the offering Notes by DTC for "book-entry" transfer; (h) the rating of the Shares by Notes and the Financial Industry Regulatory Authority (provided that Exchange Notes; (i) the amount payable by obligations of the Company with respect to fees Trustee, any agent of the Trustee and disbursements of the counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses Trustee in connection with the preparation Indenture, the Notes and filing of the registration statement on Form 8-A relating to Exchange Notes; and (j) the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of performance by the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the 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, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing its other obligations under this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. Agreement.
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PG&E Corp contract
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses expenses, costs, fees and taxes incident to and in connection with: (a) the performance preparation, printing and distribution of its obligations under this Agreement, including: (i) the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum (including, without limitation, financial state...ments and exhibits) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's accountants and counsel, but not, however, legal fees and expenses of the Initial Purchasers' counsel incurred in connection therewith); (b) the preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Company's accountants Indenture, all Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the Exempt Resales (but not, however, legal fees and expenses of the Initial Purchasers' counsel incurred in connection with any of the foregoing other than reasonable fees of such counsel not to exceed $15,000 plus reasonable disbursements incurred in connection with the registration preparation, printing and delivery of such Blue Sky memoranda); (c) the Shares under the Securities Act issuance and all other fees or expenses in connection with the preparation 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to delivery by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, Securities and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with therewith; (d) the qualification of the Shares Securities for offer and sale under state the securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the or Blue Sky or Legal Investment memorandum, (iv) all filing fees laws of the several states and any foreign jurisdictions as the Initial Purchasers may designate (including, without limitation, the reasonable fees and disbursements of the Initial Purchasers' counsel relating to such registration or qualification in an amount not to exceed $15,000); (e) the Underwriters incurred furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the review Exempt Resales; (f) the preparation of certificates for the Securities (including, without limitation, printing and qualification engraving thereof); (g) the approval of the Securities by DTC for "book-entry" transfer; (h) the obligations 20 of the Trustee, any agent of the Trustee and the counsel for the Trustee in connection with the Indenture and the Securities; (i) the performance by the Company of its other obligations under this Agreement; and (j) all travel expenses (including expenses related to chartered aircraft) of each Initial Purchaser and the Company's officers and employees and any other expenses of each Initial Purchaser and the Company in connection with attending or hosting meetings with prospective purchasers of the Securities, and expenses associated with any electronic road show; provided, however, that if the transactions contemplated by this Agreement are consummated the Initial Purchasers shall reimburse the Company, pro rata based on the principal amount of Securities purchased by each Initial Purchaser pursuant to Section 3 to the total amount of Securities sold hereby, for expenses incurred by the Company in connection with the offering of the Shares Securities in an amount equal to 0.175% of the principal amount of Securities purchased by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters Initial Purchasers pursuant to subsections (iii) Section 3. Except as provided in this Section 6 and (iv) Section 11, the Initial Purchasers shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all pay their own costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) expenses, including the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the 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, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. counsel.
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Found in
InterDigital Inc. contract
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees Jack in the Box Parties, jointly and severally, agree, to pay or cause to be paid all expenses reasonable expenses, costs, fees and taxes incident to and in connection with: (a) the performance preparation, printing and distribution of its obligations under this Agreement, including: (i) the Preliminary Offering Memorandum, the Pricing Disclosure Package and the F...inal Offering Memorandum (including, without limitation, financial statements and exhibits and one or more versions of the Preliminary Offering Memorandum and the Final Offering Memorandum) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's counsel Jack in the Box Parties' accountants, experts and counsel); (b) the Company's accountants in connection with the registration preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Shares under Indenture, the Securities Act Offered Notes, the Guarantees and the other Related Documents, all Blue Sky memoranda and all other fees or expenses agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the preparation 19 Exempt Resales; (c) the issuance and filing delivery by the Master Issuer of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to Offered Notes and by the Company and amendments and supplements to any Guarantors of the foregoing, including all printing costs associated therewith, Guarantees and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with therewith; (d) the qualification of the Shares Offered Notes for offer and sale under state the securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the or Blue Sky or Legal Investment memorandum, (iv) all filing fees laws of the several states, Canada and any other foreign jurisdictions as the Representative may designate (including, without limitation, the reasonable fees and disbursements of the Initial Purchasers' counsel relating to such registration or qualification); (e) the Underwriters furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt Resales; (f) the preparation of certificates for the Offered Notes (including, without limitation, printing and engraving thereof); (g) the fees and expenses of the accountants and other experts incurred in connection with the review and qualification delivery of the offering comfort letters and "agreed upon procedures" letters to the Representative pursuant to the terms of this Agreement; (h) the reasonable fees, disbursements and expenses of outside legal counsel to the Representative, the fees of outside accountants, the costs of any diligence service, and the reasonable fees of any other third party service provider or advisor retained by the Representative; (i) the custody of the Shares Offered Notes and the approval of the Offered Notes by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to DTC for "book-entry" transfer (including reasonable fees and disbursements expenses of counsel for the Underwriters pursuant to subsections (iii) Initial Purchasers); (j) the rating of the Offered Notes; (k) the obligations of the Trustee, the Servicer, any agent of the Trustee or the Servicer and (iv) shall not exceed $55,000), (v) all fees and expenses the counsel for the Trustee or the Servicer in connection with the preparation Indenture, the Offered Notes or the other Related Documents; (l) the performance by the Jack in the Box Parties of their other obligations under this Agreement and filing under the other Related Documents which are not otherwise specifically provided for in this Section 6; (m) all reasonable travel expenses (including expenses related to chartered aircraft) of the registration statement on Form 8-A relating to the Common Stock Initial Purchasers and all costs their officers and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs employees and charges of any transfer agent, registrar or depositary, (viii) the costs and other expenses of the Company relating to investor presentations on any "road show" undertaken Initial Purchasers in connection with the marketing attending or hosting meetings with prospective purchasers of the 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, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges Offered Notes, and expenses associated with printing this Agreement any "road show" presentation to potential investors (including any electronic "road show" presentations); (n) compliance with Rule 17g-5 under the 1934 Act; and (x) (o) all sales, use and other costs and expenses incident taxes (other than income taxes) related to the performance of transactions contemplated by this Agreement, the obligations of Indenture, the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and Offered Notes or the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. other Related Documents.
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Jack in the Box Inc. contract
Expenses. Whether The General Partner and the Partnership agree, whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses costs, expenses, fees and taxes incident to and in connection with (a) the performance preparation, printing and filing under the Securities Act of its obligations under the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospect...us, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (b) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (c) the production and distribution of this Agreement, including: (i) any supplemental agreement with the fees, disbursements Underwriters, and expenses of the Company's counsel and the Company's accountants any other related documents in connection with the registration offering, purchase, sale and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing of the Registration Statement, Units; (d) any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the required review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing Authority, Inc. ("FINRA") of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost terms of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses sale of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the 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, Units (including related fees and expenses of counsel to the Underwriters); (e) any consultants engaged in connection with the road show presentations with the prior approval listing of the Company, travel and lodging expenses Units on the New York Stock Exchange; (f) the qualification of the representatives and officers Units under the securities laws of the Company several jurisdictions as provided in Section 5(a)(x) hereof; and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to (g) the performance of the obligations of the Company hereunder for which provision is not otherwise made in General Partner and the Partnership under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" and the last paragraph of in Section 11 below, hereof, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Units which they may sell and the expenses of advertising any offering of the Shares Units made by them and any advertising expenses connected with any offers they may make. the Underwriters.
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BUCKEYE PARTNERS, L.P. contract
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees Wendy's Parties, jointly and severally, agree, to pay or cause to be paid all expenses reasonable expenses, costs, fees and taxes incident to and in connection with: (a) the performance preparation, printing and distribution of its obligations under this Agreement, including: (i) the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Off...ering Memorandum (including, without limitation, financial statements and exhibits and one or more versions of the Preliminary Offering Memorandum and the Final Offering Memorandum, if requested, for distribution in Canada, including in the form of a Canadian "wrapper" (including related reasonable fees and expenses of Canadian counsel to the Initial Purchasers)) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's counsel Wendy's Parties' accountants, experts and counsel); (b) the Company's accountants in connection with the registration preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Shares under Indenture, the Securities Act Offered Notes, the Guarantees and the other Related Documents, all Blue Sky memoranda and all other fees or expenses agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the preparation 19 Exempt Resales; (c) the issuance and filing delivery by the Master Issuer of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to Offered Notes and by the Company and amendments and supplements to any Guarantors of the foregoing, including all printing costs associated therewith, Guarantees and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with therewith; (d) the qualification of the Shares Offered Notes for offer and sale under state the securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the or Blue Sky or Legal Investment memorandum, (iv) all filing fees laws of the several states and any foreign jurisdictions as the Representatives may designate (including, without limitation, the reasonable fees and disbursements of the Initial Purchasers' counsel relating to such registration or qualification); (e) the Underwriters furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt Resales; (f) the preparation of certificates for the Offered Notes (including, without limitation, printing and engraving thereof); (g) the fees and expenses of the accountants and other experts incurred in connection with the review and qualification delivery of the offering of comfort letters and "agreed upon procedures" letters to the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters Representatives pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing terms of this Agreement; (h) the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs reasonable fees, disbursements and expenses of outside legal counsel (including any local counsel) to the Company relating to investor presentations on any "road show" undertaken in connection with Representatives, the marketing fees of outside accountants, the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination costs of any electronic road show, expenses associated with diligence service, and the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with other third party service provider or advisor retained by the road show presentations Representatives with the prior approval of the Company, travel Master Issuer (not to be unreasonably withheld); (i) the custody of the Offered 27 Notes and lodging the approval of the Offered Notes by DTC for "book-entry" transfer (including reasonable fees and expenses of counsel for the representatives and officers Initial Purchaser); (j) the rating of the Company and any such consultants, and one-half Offered Notes; (k) the obligations of the cost Trustee, the Servicer, any agent of any aircraft chartered the Trustee or the Servicer and the counsel for the Trustee or the Servicer in connection with the road show (the remaining half Indenture, the Offered Notes or the other Related Documents; (l) the performance by the Wendy's Parties of their other obligations under this Agreement and under the other Related Documents which are not otherwise specifically provided for in this Section 6; (m) all travel expenses (including expenses related to chartered aircraft) of the cost to be paid by Representatives and Wendy's Parties' officers and employees and any other expenses of each of the Underwriters), (ix) Representatives, the document production charges Wendy's Parties in connection with attending or hosting meetings with prospective purchasers of the Offered Notes, and expenses associated with printing this Agreement any "road show" presentation to potential investors (including any electronic "road show" presentations); (n) compliance with Rule 17g-5 under the 1934 Act; and (x) (o) all sales, use and other costs and expenses incident taxes (other than income taxes) related to the performance transactions contemplated by this Agreement, the Indenture, the Offered Notes or the other Related Documents; provided that the aggregate amount of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any the Representatives' outside counsel that the Wendy's Parties are required to reimburse under this Section 6 shall not exceed $950,000 in aggregate without the prior written consent of the Shares by them and any advertising expenses connected with any offers they may make. Wendy's Parties.
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Wendy's Company contract
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees Planet Fitness Parties, jointly and severally, agree, to pay or cause to be paid all expenses reasonable expenses, costs, fees and taxes incident to and in connection with: (a) the performance preparation, printing and distribution of its obligations under this Agreement, including: (i) the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Fi...nal Offering Memorandum (including, without limitation, 28 financial statements and exhibits and one or more versions of the Preliminary Offering Memorandum and the Final Offering Memorandum) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's counsel Planet Fitness Parties' accountants, experts and counsel); (b) the Company's accountants in connection with the registration preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Shares under Indenture, the Securities Act Offered Notes, the Guarantees and the other Related Documents, all Blue Sky memoranda and all other fees or expenses agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the preparation 19 Exempt Resales; (c) the issuance and filing delivery by the Master Issuer of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to Offered Notes and by the Company and amendments and supplements to any Guarantors of the foregoing, including all printing costs associated therewith, Guarantees and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with therewith; (d) the qualification of the Shares Offered Notes for offer and sale under state the securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the or Blue Sky or Legal Investment memorandum, (iv) all filing fees laws of the several states, Canada and any other foreign jurisdictions as the Representative may designate (including, without limitation, the reasonable fees and disbursements of the Initial Purchasers' counsel relating to such registration or qualification); (e) the Underwriters furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt Resales; (f) the preparation of certificates for the Offered Notes (including, without limitation, printing and engraving thereof); (g) the fees and expenses of the accountants and other experts incurred in connection with the review and qualification delivery of the offering comfort letters and "agreed upon procedures" letters to the Representative pursuant to the terms of this Agreement; (h) the reasonable fees, disbursements and expenses of outside legal counsel to the Representative, the fees of outside accountants, the costs of any diligence service, and the fees of any other third party service provider or advisor retained by the Representative; (i) the custody of the Shares Offered Notes and the approval of the Offered Notes by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to DTC for "book-entry" transfer (including reasonable fees and disbursements expenses of counsel for the Underwriters pursuant to subsections (iii) Initial Purchasers); (j) the rating of the Offered Notes; (k) the obligations of the Trustee, the Servicer, any agent of the Trustee or the Servicer and (iv) shall not exceed $55,000), (v) all fees and expenses the counsel for the Trustee or the Servicer in connection with the preparation Indenture, the Offered Notes or the other Related Documents; (l) the performance by the Planet Fitness Parties of their other obligations under this Agreement and filing under the other Related Documents which are not otherwise specifically provided for in this Section 6; (m) all travel expenses (including expenses related to chartered aircraft) of the registration statement on Form 8-A relating to the Common Stock Representative and all costs Planet Fitness Parties' officers and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs employees and charges of any transfer agent, registrar or depositary, (viii) the costs and other expenses of the Company relating to investor presentations on any "road show" undertaken Representative, the Planet Fitness Parties in connection with the marketing attending or hosting meetings with prospective purchasers of the 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, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges Offered Notes, and expenses associated with printing this Agreement any "road show" presentation to potential investors (including any electronic "road show" presentations); (n) compliance with Rule 17g-5 under the 1934 Act; and (x) (o) all sales, use and other costs and expenses incident taxes (other than income taxes) related to the performance of transactions contemplated by this Agreement, the obligations of Indenture, the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and Offered Notes or the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. other Related Documents.
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Planet Fitness, Inc. contract
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees EWC Parties, jointly and severally, agree, to pay or cause to be paid all expenses reasonable expenses, costs, fees and taxes incident to and in connection with: (a) the performance preparation, printing and distribution of its obligations under this Agreement, including: (i) the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offerin...g Memorandum (including, without limitation, financial statements and exhibits and one or more versions of the Preliminary Offering Memorandum and the Final Offering Memorandum) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's counsel EWC Parties' accountants, experts and counsel); (b) the Company's accountants preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Indenture, the Offered Notes, the Guarantees and any other Related Documents executed or to be executed in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer issuance and sale of the Shares under state securities laws Offered Notes, all Blue Sky memoranda and all expenses other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the Exempt Resales; (c) the issuance and delivery by the Master Issuer of the Offered Notes and by the Guarantors of the Guarantees and any taxes payable in connection therewith; (d) the qualification of the Shares Offered Notes for offer and sale under state the securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the or Blue Sky or Legal Investment memorandum, (iv) all filing fees laws of the several states, Canada and any other foreign jurisdictions as the Representative may designate (including, without limitation, the reasonable fees and disbursements of the Initial Purchasers' counsel relating to such registration or qualification); (e) the Underwriters furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt Resales; (f) the preparation of certificates for the Offered Notes (including, without limitation, printing and engraving thereof); (g) the fees and expenses of the accountants and other experts incurred in connection with the review and qualification delivery of the offering comfort letters and "agreed upon procedures" letters to the Representative pursuant to the terms of this Agreement; (h) the reasonable fees, disbursements and expenses of outside legal counsel to the Representative, the fees of outside accountants, the costs of any diligence service, and the fees of any other third party service provider or advisor retained by the Representative; (i) the custody of the Shares Offered Notes and the approval of the Offered Notes by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to DTC for "book-entry" transfer (including reasonable fees and disbursements expenses of 29 counsel for the Underwriters pursuant to subsections (iii) Initial Purchasers); (j) the rating of the Offered Notes; (k) the obligations of the Trustee, the Control Party, any agent of the Trustee or the Control Party and (iv) shall not exceed $55,000), (v) all fees and expenses the counsel for the Trustee or the Control Party in connection with the preparation Indenture, the Offered Notes or the other Related Documents; (l) the performance by the EWC Parties of their other obligations under this Agreement and filing under the other Related Documents which are not otherwise specifically provided for in this Section 6; (m) all travel expenses (including expenses related to chartered aircraft) of the registration statement on Form 8-A relating Representative and EWC Parties' officers and employees and any other expenses of the Representative, the EWC Parties in connection with attending or hosting meetings with prospective purchasers of the Offered Notes, and expenses associated with any "road show" presentation to potential investors (including any electronic "road show" presentations); (n) compliance with Rule 17g-5 under the 1934 Act; and (o) all sales, use and other taxes (other than income taxes) related to the Common Stock and all costs and expenses incident to listing transactions contemplated by this Agreement, the Shares on Indenture, the NYSE, (vi) Offered Notes or the cost other Related Documents; provided that the aggregate amount of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs reasonable legal fees and expenses of the Company relating Initial Purchasers' legal counsel reimbursable by the Master Issuer will be subject to investor presentations on any "road show" undertaken in connection with the marketing terms of the 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 engagement letter between Holdco 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, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. Guggenheim Securities, LLC dated December 9, 2021.
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European Wax Center, Inc. contract
