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.View More
Variations of a "Expenses" Clause from Business Contracts
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the 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 prepara...tion 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 following 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 by the Company of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the obligations registration statement (including financial statements and exhibits thereto), each Preliminary Prospectus, if any, the Prospectus, each Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air 28 freight charges and charges for counting and packaging) of such copies of the Company hereunder registration statement, each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus, the Incorporated Documents, and all amendments or supplements to any of them, as may be reasonably requested for which provision is not otherwise made use in connection with the offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for Shares, the Preferred Shares and the Conversion Shares, including any stamp or other taxes in connection with the original issuance and sale of the Shares, the Preferred Shares and the Conversion Shares; (iv) the printing (or reproduction) and delivery of this Section. It is understood, however, that except Agreement, the preliminary and supplemental blue sky memoranda and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v) the registration or qualification of the Shares, the Preferred Shares and the Conversion Shares for offer and sale under the securities or blue sky laws of the several states as provided in this Section, Section 9 entitled "Indemnity and Contribution" and 5(g) hereof (including the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees reasonable fees, expenses and disbursements of their counsel, stock transfer taxes payable on resale of any counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the Shares by them preliminary and any advertising supplemental blue sky memoranda and such registration and qualification); (vi) the filing fees and the fees and expenses connected of counsel for the Underwriters in connection with any offers they may make. filings required to be made with the Financial Industry Regulatory Authority, Inc.; (vii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Shares; and (viii) the fees and expenses of the Company's accountants and counsel (including local and special counsel) for the Company and the Depositary (including the fees and expenses of its counsel). 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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 to pay or cause to be paid all expenses paid: (a) the costs 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 issuance, sale and delivery of the Shares Securities; (b) the costs incid...ent to the preparation, printing and filing under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing of the Registration Statement, Statement and any preliminary prospectus, amendments and exhibits thereto, any Preliminary Prospectus and any Prospectus or any amendment or supplement thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, Prospectus and any free writing prospectus prepared by amendment or on behalf of, used by, or referred to by the Company and amendments and supplements supplement to any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, in each case, as provided in this Agreement; (d) the costs of preparing and distributing the terms of any agreement relating to the organization of the foregoing, including all printing costs associated therewith, underwriting syndicate and the mailing and delivering of copies thereof selling group to the Underwriters members (such as an agreement among underwriters) thereof, by mail, telex or other reasonable means of communication; (e) the costs, if any, of producing and dealers, distributing the Transaction Agreements; (f) the fees and expenses of qualifying the Securities under the securities laws of the several jurisdictions 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 United States as provided in Section 6(g) hereof, including filing 5A(l) and of preparing, photocopying and distributing a U.S. Blue Sky memorandum (including reasonable related fees and the reasonable and documented fees and disbursements expenses of counsel for to the Underwriters in connection therewith); (g) the expenses of the Company and the Underwriters in connection with such qualification the marketing 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) Securities, including, if applicable, 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 reasonable costs and expenses incident to listing the Shares on preparation of "road show" presentation or comparable marketing materials and the NYSE, (vi) road show traveling expenses of the cost Company in connection with the offering of printing certificates representing the Shares, if applicable, (vii) Securities; (h) all expenses and fees in connection with any rating of the Securities; (i) the fees and expenses of the Company's counsel, transfer agents and independent accountants, the Trustee and the costs and charges of any transfer agent, registrar or depositary, (viii) and paying agent under the costs Indenture; 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) (j) all other costs and expenses incident to the 17 performance of the obligations of the Company hereunder for which provision is not otherwise made in under this Section. It is understood, Agreement; provided, however, that that, except as provided in this Section, Section 9 entitled "Indemnity 6, in Section 8 and Contribution" and the last paragraph of in Section 11 below, 11, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses 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. View More
Expenses. Whether The Company agrees, 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 authorization, issuance, sale and delivery of its obligations the Stock and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Stock; (b) the pre...paration, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (d) the production and distribution of this Agreement, including: (i) the fees, disbursements any supplemental agreement among 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 Stock; (e) any required review by the Securities Act and all other fees or expenses in connection with the preparation 19 and filing FINRA of the Registration Statement, any preliminary prospectus, the Time terms 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 Stock (including related 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 expenses of counsel to the Underwriters incurred in connection with an amount not to exceed $30,000); (f) the review and listing of the Stock on The NASDAQ Global Market and/or any other exchange; (g) the qualification of the offering Stock under the securities laws of the Shares by several jurisdictions as provided in Section 5(a)(ix) and the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees preparation, printing and disbursements distribution of counsel for the Underwriters pursuant to subsections (iii) a Blue Sky Memorandum (including related reasonable and (iv) shall not exceed $55,000), (v) all documented fees and expenses of counsel to the Underwriters in connection with an amount not to exceed $15,000); (h) the preparation preparation, printing and filing distribution of one or more versions of the registration statement on Form 8-A relating to Preliminary Prospectus and the Common Stock Prospectus for distribution in Canada, including in the form of a Canadian "wrapper" (including related reasonable 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 documented fees and expenses of Canadian counsel to the Company relating to Underwriters); (i) the investor presentations on any "road show" or any Testing-the-Waters Communication, undertaken in connection with the marketing of the offering of the Shares, Stock, 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 fifty percent (50%) 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 show; and expenses associated with printing this Agreement and (x) (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in 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, 11, 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 Stock which they may sell and the expenses of advertising any offering of the Shares Stock made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether The Company agrees, 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 reasonable expenses, costs, fees and taxes incident to and in connection with (a) the performance authorization, issuance, sale and delivery of its obligations the Stock and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Stock; ...(b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto, all as provided in this Agreement; (d) 23 the production and distribution of this Agreement, including: (i) the fees, disbursements any supplemental agreement among 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 Stock; (f) any required review by the Securities Act and all other fees or expenses in connection with the preparation 19 and filing FINRA of the Registration Statement, any preliminary prospectus, the Time terms 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 Stock (including related 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 expenses of counsel to the Underwriters incurred in connection with an amount that is not greater than $40,000); (g) the review and listing of the Stock on The Nasdaq Global Select Market and/or any other exchange; (h) the qualification of the offering Stock under the securities laws of the Shares by several jurisdictions as provided in Section 6(a)(ix) and the Financial Industry Regulatory Authority (provided that the preparation, printing and distribution of a Blue Sky Memorandum in an amount payable by the Company with respect not to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all $7,500 (including related fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating counsel to the Common Stock and all costs and expenses incident to listing Underwriters); (i) 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" or any Testing-the-Waters Communication, undertaken in connection with the marketing of the offering of the Shares, Stock, 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 50% of the cost of any aircraft chartered in connection with the road show (the (it being agreed that the remaining half 50% of the cost to of such aircraft shall be paid by the Underwriters), (ix) the document production charges Underwriters; and expenses associated with printing this Agreement and (x) (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in and the Selling Stockholders under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 8 and Contribution" and the last paragraph of in Section 11 below, 13, 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 Stock which they may sell and the expenses of advertising any offering of the Shares Stock made by them the Underwriters. The Company hereby confirms its engagement of Barclays Capital Inc. as, and any advertising expenses connected Barclays Capital Inc. hereby confirms its agreement with any offers they may make. the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 5121(f)(12) of FINRA with respect to the offering and sale of the shares. Barclays Capital Inc. will not receive compensation for the services rendered as "qualified independent underwriter" hereunder. 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Expenses. Whether The Company agrees, whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, to pay all reasonable costs, expenses, fees and taxes incurred by the Company agrees and, to pay or cause to be paid all expenses the extent expressly provided in this Section 6 and in Sections 8 and 11, incurred by the Underwriters incident to and in connection with (a) the performance of its obligations under this Agreement, including: (i) the fees, dis...bursements authorization, issuance, sale and expenses delivery of the Company's counsel Securities and any stamp duties or other taxes payable in that connection, and the Company's accountants preparation and printing of the Securities; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, the Indenture, the Form T-1 and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, the Indenture, the Form T-1 and any amendment or supplement thereto, or any document incorporated by reference therein, all as -19- provided in this Agreement; (d) the production and distribution of this Agreement and 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 Securities; (e) any required review by FINRA of the Registration Statement, any preliminary prospectus, the Time terms 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 Securities (including related reasonable and reasonably 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 expenses of counsel to the Underwriters incurred in connection with not to exceed $25,000); (f) the review and qualification of the offering Securities under the securities laws of the Shares by several jurisdictions as provided in Section 5(a)(ix) and the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to preparation, printing and distribution of a Blue Sky Memorandum (including related reasonable and reasonably documented fees and disbursements expenses of counsel to the Underwriters not to exceed $10,000); (g) the preparation, printing and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada, in the form of a Canadian "wrapper"; (h) the fees, costs and charges of the Trustee, including the fees and expenses of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with Trustee; (i) 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, Securities, 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 Representatives and officers of the Company and Company; (j) any such consultants, and one-half of the cost of any aircraft chartered fees required to be paid to rating agencies incurred in connection with the road show (the remaining half ratings of the cost to be paid by the Underwriters), (ix) the document production charges Securities; and expenses associated with printing this Agreement and (x) (k) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in under this Section. It is understood, however, that Agreement; provided that, except as expressly provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" in Sections 8 and the last paragraph of Section 11 below, 11, 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 Securities which they may sell and the expenses of advertising any offering of the Shares Securities made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether The Partnership agrees, 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 of its obligations under this Agreement, including: (i) the fees, disbursements sale and expenses delivery of the Company's counsel Units and any stamp duties or other taxes payable in that connection, and t...he Company's accountants preparation and printing of certificates for the Units; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (c) 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; (d) the production and distribution of this Agreement and 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; (e) 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 of the amount payable by terms of sale of 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 Units (including related fees and expenses in connection with of counsel to the preparation and filing Underwriter); (f) the qualification of the registration statement on Form 8-A relating to Units under the Common Stock securities laws of the several jurisdictions as provided in Section 6(a)(ix) and all costs the preparation, printing and expenses incident to listing the Shares on the NYSE, (vi) the cost distribution of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs a Blue Sky Memorandum (including related fees and expenses of counsel to the Company relating to Underwriter); (g) the investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, Units, 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, roadshow, travel and lodging expenses of the representatives and officers of the Company General Partner and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half show; (h) the delivery and distribution of the cost to be paid by the Underwriters), (ix) the document production charges Custody Agreements and expenses associated with printing this Agreement Powers of Attorney; and (x) (i) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in Partnership Parties and the Selling Unitholders under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 7 and in Sections 9 entitled "Indemnity and Contribution" and 11, the last paragraph of Section 11 below, the Underwriters will Underwriter shall pay all of their its own costs and expenses, including fees the costs and disbursements expenses of their its counsel, stock any transfer taxes payable on resale the Units which it 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 Underwriter. View More
Expenses. Whether The Company agrees, 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 sale and delivery of its obligations the Stock and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Stock; (b) the preparation, printing and fi...ling under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or 23 supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (d) the production and distribution of this Agreement, including: (i) the fees, disbursements any supplemental agreement among 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 Stock; (e) [reserved]; (f) any required review by the Securities Act and all other fees or expenses in connection with the preparation 19 and filing FINRA of the Registration Statement, any preliminary prospectus, the Time terms 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 Stock (including related 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 expenses of counsel to the Underwriters incurred in connection with an amount that is not greater than $10,000); (g) the review and qualification of the offering Stock under the securities laws of the Shares by several jurisdictions as provided in Section 5(a)(ix) and the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees preparation, printing and disbursements distribution of counsel for the Underwriters pursuant to subsections (iii) a Blue Sky Memorandum (including related reasonable and (iv) shall not exceed $55,000), (v) all documented fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating counsel 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 Underwriters); (h) documented fees and expenses of one firm of counsel to each Selling Stockholder; (i) the Company relating to investor presentations on any "road show" or any Testing-the-Waters Communication, undertaken in connection with the marketing of the offering of the Shares, Stock, 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 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) (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in and the Selling Stockholders under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 7 and Contribution" and the last paragraph of in Section 11 below, 12, 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 Stock which they may sell and the expenses of advertising any offering of the Shares Stock made by them the Underwriters. The Selling Stockholders agree to pay all underwriting discounts and any advertising expenses connected commissions in connection with any offers they may make. the sale of the Stock. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid the following costs and expenses and all other costs and expenses incident to the performance by the Company of its obligations under this Agreement, including: hereunder: (i) the fees, disbursements preparation, printing or reproduction, and expenses filing with the Commission of the Company's counsel Registration Statement (including ...financial statements and exhibits thereto), each Preliminary Prospectus, if any, the Company's accountants Prospectus, each Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus, the Incorporated Documents, and all amendments or supplements to any of them, as may be reasonably requested for use in connection with the registration offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares under the Securities Act and all Shares, including any stamp or other fees or expenses taxes in connection with the preparation 19 original issuance and filing sale of the Registration Statement, any preliminary prospectus, Shares; (iv) 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 (or reproduction) and delivery of this Agreement, the Shares to the Underwriters, including any transfer preliminary and supplemental blue sky memoranda and all other agreements or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum documents printed (or reproduced) and delivered in connection with the offer and sale offering of the Shares under state securities laws and all expenses in connection with Shares; (v) the registration or qualification of the Shares for offer and sale under state the securities or blue sky laws of the several states as provided in Section 6(g) hereof, including 5(g) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental blue sky memoranda and such registration and qualification); (vi) the filing fees and the reasonable and documented fees and disbursements expenses of counsel for the Underwriters in connection with such qualification and in connection any filings required to be made 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 Authority, Inc.; (vii) the amount payable transportation and other expenses incurred by the or on behalf of 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 representatives in connection with the preparation and filing presentations to prospective purchasers of the registration statement on Form 8-A relating to the Common Stock Shares; 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 fees and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with Company's accountants and counsel (including local and special counsel) for 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. Company. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees The Partnership and EPO agree to pay or cause to be paid all expenses (a) the costs incident to the performance authorization, issuance, sale and delivery of its obligations the Securities and any taxes payable in that connection; (b) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments a...nd exhibits thereto; (c) the costs of printing and distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Prospectus and any amendment or supplement to the Prospectus and the Pricing Disclosure Package, all as provided in this Agreement; (d) the costs of producing and distributing this Agreement, including: (i) the fees, disbursements any underwriting and expenses of the Company's counsel selling group documents and the Company's accountants any other related documents in connection with the registration offering, purchase, sale and delivery of the Shares under Securities; (e) 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 incident to securing 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 review, if applicable, by the Financial Industry Regulatory Authority (provided that Inc. of the amount payable by terms of sale of the Company with respect to fees and disbursements of counsel for Securities; (f) any applicable listing or other similar fees; (g) the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with of preparing, printing and distributing a Blue Sky Memorandum (including related fees and expenses of counsel to the preparation Underwriters); (h) any fees charged by ratings agencies for rating the Securities; (i) any fees and filing expenses of the registration statement on Form 8-A relating to Original Trustee, the Common Stock Series Trustee and all costs paying agent (including fees 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) counsel to such parties); (j) the costs and expenses of the Company Partnership and EPO relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, Securities, 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, Partnership, travel and lodging expenses of the representatives and officers of the Company Partnership and EPO and any such consultants, 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) (k) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in Partnership and EPO 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, 12 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 Notes which they may sell and the expenses of advertising any offering of the Shares Securities made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether The Company agrees, 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 authorization, issuance, sale and delivery of its obligations the Stock and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Stock; (b) the pre...paration, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (d) the production and distribution of this Agreement, including: (i) any supplemental agreement among Underwriters, and any other related documents in connection with the fees, disbursements offering, purchase, sale and delivery of the Stock; (e) the delivery and distribution of the Custody Agreements and the Powers of Attorney and the fees and expenses of the Company's counsel and Custodian (and any other attorney-in-fact); (f) the Company's accountants in connection with the registration and delivery inclusion of the Shares under the Securities Act and all Stock on The Nasdaq Capital Market and/or any 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 exchange; (g) the qualification of the Shares for offer and sale Stock under state the securities laws of the several jurisdictions as provided in Section 6(g) hereof, including filing 6(a)(x) and the preparation, printing and distribution of a Blue Sky Memorandum (including related 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 expenses of counsel to the Underwriters incurred in connection with Underwriters); (h) the review preparation, printing and qualification distribution of one or more versions of the offering Preliminary Prospectus and the Prospectus for distribution in Canada, including in the form 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 a Canadian "wrapper" (including related fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating Canadian counsel to the Common Stock and all costs and expenses incident to listing Underwriters); (i) 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" or any Testing-the-Waters Communication, undertaken in connection with the marketing of the offering of the Shares, Stock, 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 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) (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in and the Selling Stockholders under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 8 and Contribution" and the last paragraph of in Section 11 below, 13, 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 Stock which they may sell and the expenses of advertising any offering of the Shares Stock made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
