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. (a) Whether or not the transactions contemplated in this Agreement Transactions are consummated or this Agreement is terminated, the Company agrees to and the Guarantors, jointly and severally, will pay or cause to be paid all expenses incident to the performance of its their 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 and delivery sale of the Shares under... the Securities Act Notes and all other fees or expenses in connection with the preparation 19 of each Memorandum 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 all amendments and supplements to any of the foregoing, thereto, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, Initial Purchasers, in the quantities hereinabove herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Shares Notes to the Underwriters, Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment legal investment memorandum in connection with the offer and sale of the Shares Notes under state securities laws and all expenses in connection with the qualification of the Shares Notes for offer and sale under state securities laws as provided in Section 6(g) 4(d) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel Counsel for the Underwriters Initial Purchasers in connection with such qualification and in connection with the Blue Sky or Legal Investment legal investment memorandum, (iv) all filing expenses and listing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification application for admission of the offering Notes on the Global Exchange Market of the Shares Irish Stock Exchange, (v) any fees charged by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel rating agencies 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 rating 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, Notes, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Notes, (viii) the all costs and expenses of the Company relating to investor presentations on presentations, including any "road show" presentations undertaken in connection with the marketing of the offering of the Shares, Notes, 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, graphics and fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel 21 presentations, 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 Section 5(b) of this Section, Section 9 entitled "Indemnity and Contribution" and Agreement, the last paragraph of Section 11 below, the Underwriters Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, stock taxes on their net income, profits or gains, transfer taxes payable on resale of any of the Shares Notes by them and any advertising expenses connected with any offers they may make. (b) If the sale of the Notes provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because this Agreement is terminated pursuant to Section 10 hereof or because of any failure, refusal or inability on the part of the Company or the Guarantors to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder other than by reason of a default by any of the Initial Purchasers, the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers upon demand for all reasonable and documented out-of-pocket expenses (including reasonable counsel fees and disbursements) that shall have been incurred by them in connection with the proposed purchase and sale of the Notes; provided that in the case of a termination pursuant to any of clauses (i) (other than a termination as a result of a suspension in trading in any securities of the Company), (ii), (iii) or (iv) of Section 10(a) hereof, the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers upon demand for one-half of all reasonable and documented out-of-pocket expenses (including reasonable counsel fees and disbursements) that shall have been incurred by them in connection with the proposed purchase and sale of the Notes. 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Expenses. (a) Whether or not the transactions contemplated in this Agreement Transactions are consummated or this Agreement is terminated, the Company agrees to and the Guarantors, jointly and severally, will pay or cause to be paid all expenses incident to the performance of its their 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 and delivery sale of the Shares under... the Securities Act Notes and all other fees or expenses in connection with the preparation 19 of each Memorandum 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 all amendments and supplements to any of the foregoing, thereto, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, Initial Purchasers, in the quantities hereinabove herein above specified, (ii) all costs and 24 expenses related to the transfer and delivery of the Shares Notes to the Underwriters, Initial Purchasers, including any transfer or other similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment legal investment memorandum in connection with the offer and sale of the Shares Notes under state securities laws and all expenses in connection with the qualification of the Shares Notes for offer and sale under state securities laws as provided in Section 6(g) 4(d) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel Counsel for the Underwriters Initial Purchasers in connection with such qualification and in connection with the Blue Sky or Legal Investment legal investment memorandum, (iv) all filing expenses and listing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification application for admission of the offering Notes on the Global Exchange Market of the Shares Irish Stock Exchange, (v) any fees charged by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel rating agencies 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 rating 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, Notes, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Notes, (viii) the all costs and expenses of the Company relating to investor presentations on presentations, including any "road show" presentations undertaken in connection with the marketing of the offering of the Shares, Notes, 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, graphics and fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel presentations, 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 Section 5(b) of this Section, Section 9 entitled "Indemnity and Contribution" and Agreement, the last paragraph of Section 11 below, the Underwriters Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, stock taxes on their net income, profits or gains, transfer taxes payable on resale of any of the Shares Notes by them and any advertising expenses connected with any offers they may make. (b)If the sale of the Notes provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because this Agreement is terminated pursuant to Section 10 hereof or because of any failure, refusal or inability on the part of the Company or the Guarantors to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder other than by reason of a default by any of the Initial Purchasers, the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers upon demand for all reasonable and documented out-of-pocket expenses (including reasonable counsel fees and disbursements) that shall have been incurred by them in connection with the proposed purchase and sale of the Notes; provided that in the case of a termination pursuant to any of clauses (i) (other than a termination as a result of a suspension in trading in any securities of the Company), (ii), (iii) or (iv) of Section 10(a) hereof, the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers upon demand for one-half of all reasonable and documented out-of-pocket expenses (including reasonable counsel fees and disbursements) that shall have been incurred by them in connection with the proposed purchase and sale of the Notes. 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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 costs and expenses incident to the performance of its obligations under this Agreement, including: whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 10 hereof, including all costs and expenses incident to (i) the fees, disbursements and expenses printing, word pro...cessing or other production of documents with respect to the Company's counsel and the Company's accountants in connection with the registration and delivery transactions contemplated hereby, including any costs of the Shares under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing of printing the Registration Statement, any preliminary prospectus, Preliminary Prospectuses, the Time of Sale Statutory Prospectus, any Issuer Free Writing Prospectus, the Prospectus, and any free writing prospectus prepared by amendments or on behalf of, used by, or referred supplements thereto, and any "blue sky" memoranda, (ii) all arrangements relating 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 delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and dealers, in disbursements of the quantities hereinabove specified, (ii) all costs counsel (including any local and expenses related special counsel), the accountants and any other experts or advisors retained by the Company, (iv) preparation (including printing), authentication, issuance and delivery to the transfer and delivery Underwriters 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 Notes, (v) the qualification of the Shares for offer and sale Notes under state securities laws as provided in Section 6(g) hereof, and "blue sky" laws, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification relating thereto and in connection with the Blue Sky or Legal Investment memorandum, (iv) all preparation of any "blue sky" memoranda and any supplements thereto (in an amount not to exceed $5,000 with respect to such memoranda), (vi) expenses in connection with any "roadshow" and any other meetings with prospective investors in the Notes, (vii) the filing fees of the Commission, (viii) the filing fees and the reasonable expenses (including legal fees and disbursements disbursements) incident to securing any required review by FINRA of counsel to the Underwriters incurred terms of the sale of the Notes; (ix) fees and expenses of the Trustee, including fees and expenses of counsel, (x) any fees charged by investment rating agencies for the rating of the Notes, (xi) any stamp or transfer taxes in connection with the review original issuance, execution, sale and qualification enforcement of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees Notes 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) (xii) all other costs and expenses incident to the performance of the obligations of by the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that of its obligations hereunder. For the avoidance of doubt, except as provided in this Section, Section 9 entitled "Indemnity 5 and Contribution" and the last paragraph of Section 11 below, 7, the Underwriters will pay all of for their costs and own expenses, including the fees and disbursements of their counsel, stock the transfer taxes payable on the resale of any of the Shares Notes by them and any advertising expenses connected with any offers they may make. If the sale of the Notes provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder (other than solely by reason of a default by the Underwriters of their obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all documented out-of-pocket expenses (including reasonable fees, disbursements and charges of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters) that shall have been reasonably incurred by the Underwriters in connection with the proposed purchase and sale of the Notes. View More
Expenses. Whether or not (a) The Company covenants and agrees with the transactions contemplated in this Agreement are consummated or this Agreement is terminated, several Underwriters that the Company agrees to will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: following: (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 Purcha...sed Securities under the Securities Act and all other fees or expenses in connection with the preparation 19 preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Permitted Free Writing Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Preliminary Final Prospectus and the Company Final Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, dealers; 14 (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 this Agreement, the Indenture, the blue sky and legal investment memoranda and any Blue Sky or Legal Investment memorandum other documents in connection with the offer offering, purchase, sale and sale delivery of the Shares under state securities laws and Purchased Securities; (iii) all expenses in connection with the qualification of the Shares Purchased Securities for offer offering and sale under state securities laws as provided in Section 6(g) 4(e) 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, blue sky and legal investment surveys; (iv) all any fees charged by securities rating services for rating the Purchased Securities; (v) the filing fees and the reasonable fees and disbursements of counsel incident to the Underwriters incurred in connection with the any required review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that Authority, Inc. of the amount payable by terms of the Company with respect to sale of the Purchased Securities; (vi) the cost of preparing the Purchased Securities; (vii) the fees and expenses of the Trustee and any agent of the Trustee, and the fees and disbursements of 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 and filing of the registration statement on Form 8-A relating to Purchased Securities; (viii) the Common Stock and all Company's costs and expenses incident to listing incurred in connection with 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" electronic or physical roadshow undertaken in connection with the marketing of the offering of the Shares, Purchased 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 by or with the approval of the Company in connection with the road show presentations with the prior approval of the Company, presentations, travel and lodging expenses of the representatives officers and officers employees of the Company 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) all other costs and expenses incident to the performance of the its obligations of the Company hereunder for which provision is are not otherwise made specifically provided for in this Section. (b) If (i) this Agreement is terminated pursuant to Section ‎10, (ii) the Company for any reason fails to tender the Purchased Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Purchased Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. It is understood, however, that that, except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, ‎7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares Purchased Securities by them them, and any advertising expenses connected with any offers they may make. 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 and fees incident to and in connection with (a) the performance of its obligations under this Agreement, including: (i) the fees, disbursements authorization, issuance, sale and expenses delivery of the Company's counsel and the Company's accountants Units, including any stamp or t...ransfer taxes payable in connection with the registration original issuance of the Units (but, in no event, taxes imposed on the income of an Underwriter), and the preparation and printing of certificates for the Units; (b) the preparation, printing and filing of the Exchange Act Registration Statement, the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the 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 "road show" presentations, any Written Testing-the-Waters Communication and any amendment or supplement thereto, all as provided in this Agreement; (d) the production and distribution of this Agreement, any supplemental agreement among the Underwriters and any other related documents in connection with the 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 Units; (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 Units (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 $25,000); (f) the review and listing of the Units on Nasdaq; (g) the qualification of the offering Units under the securities laws of the Shares by several jurisdictions as provided in Section 5(h) hereof 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) and (iv) shall not exceed $55,000), (v) all a Blue Sky memorandum (including related fees and expenses of counsel to the Underwriters); (h) the preparation, printing and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in connection with Canada, including in the form of a Canadian "wrapper" (including related fees and expenses of Canadian counsel to the Underwriters); (i) the preparation and filing printing 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 or any "road show" or any Testing-the-Waters Communication, undertaken in connection with the marketing of the offering of the Shares, Units, including, without limitation, expenses associated with the preparation or dissemination of 29 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 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, 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. View More
Expenses. (a) Whether or not the transactions contemplated in this Agreement Transactions are consummated or this Agreement is terminated, the Company agrees to and the Guarantors, jointly and severally, will pay or cause to be paid all expenses incident to the performance of its their 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 and delivery sale of the Shares under... the Securities Act Notes and all other fees or expenses in connection with the preparation 19 of each Memorandum 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 all amendments and supplements to any of the foregoing, thereto, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, Initial Purchasers, in the quantities hereinabove herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Shares Notes to the Underwriters, Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment legal investment memorandum in connection with the offer and sale of the Shares Notes under state securities laws and all expenses in connection with the qualification of the Shares Notes for offer and sale under state securities laws as provided in Section 6(g) 4(d) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel Counsel for the Underwriters Initial Purchasers in connection with such qualification and in connection with the Blue Sky or Legal Investment legal investment memorandum, (iv) all filing expenses and listing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification application for admission of the offering Notes on the Global Exchange Market of the Shares Irish Stock Exchange, (v) any fees charged by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel rating agencies 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 rating 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, Notes, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Notes, (viii) the all costs and expenses of the Company relating to investor presentations on presentations, including any "road show" presentations undertaken in connection with the marketing of the offering of the Shares, Notes, 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, graphics and 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 19 of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in Section 5(b) of this Section, Section 9 entitled "Indemnity and Contribution" and Agreement, the last paragraph of Section 11 below, the Underwriters Initial Purchasers 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 Notes by them and any advertising expenses connected with any offers they may make. (b) If the sale of the Notes provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because this Agreement is terminated pursuant to Section 10 hereof or because of any failure, refusal or inability on the part of the Company or the Guarantors to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder other than by reason of a default by any of the Initial Purchasers, the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers upon demand for all reasonable and documented out-of-pocket expenses (including reasonable counsel fees and disbursements) that shall have been incurred by them in connection with the proposed purchase and sale of the Notes; provided that in the case of a termination pursuant to any of clauses (i) (other than a termination as a result of a suspension in trading in any securities of the Company), (ii), (iii) or (iv) of Section 10(a) hereof, the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers upon demand for one-half of all reasonable and documented out-of-pocket expenses (including reasonable counsel fees and disbursements) that shall have been incurred by them in connection with the proposed purchase and sale of the Notes. 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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, 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, 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, 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 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 $50,000); (f) the review and listing of the Stock on the New York Stock Exchange and/or any other exchange; (g) the 22 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 amount payable by the Company with respect to fees preparation, printing and disbursements distribution of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all a Blue Sky Memorandum (including related reasonable fees and expenses in connection with of counsel to the preparation Underwriters); (h) the 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 and all costs and expenses incident to listing Prospectus for distribution in Canada, including in the Shares on the NYSE, (vi) the cost form of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar a Canadian "wrapper" or depositary, (viii) the costs supplement (including related reasonable fees and expenses of Canadian counsel to the Company relating to Underwriters); (i) the investor presentations on any "road show" 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 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 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 Stock made by the Underwriters, and the Selling Stockholders shall bear the pro rata cost of any of the Shares by them underwriting discount and any advertising expenses connected underwriting commission with any offers they may make. all other fees attributable to the Selling Stockholders and related to the offering borne by the Company. View More
Expenses. Whether or not the transactions contemplated in this Agreement hereby are consummated or this Agreement becomes effective or is terminated, the Company Partnership agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: following: (i) the fees, disbursements and expenses of the Company's Partnership's counsel and the Company's accountants in connection with the registration and delivery of the Shares Units under the Securitie...s Act and all other fees or expenses in connection with the preparation 19 preparation, printing and filing of the Registration Statement, any preliminary prospectus, Statement and 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 Prospectus and amendments and supplements to any thereto, including the fees, disbursements and expenses of the foregoing, including all printing costs associated therewith, Selling Unitholders in accordance with the Amended and Restated Registration Rights Agreement, dated as of March 25, 2019, by and among the Partnership, the Selling Unitholders and the other parties thereto, and the mailing and delivering of copies thereof and of any Preliminary Prospectus to the Underwriters and dealers, in dealers; (ii) the quantities hereinabove specified, (ii) all costs and expenses related to the transfer printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Shares to Registration Statement, the Underwriters, including any transfer or other taxes payable thereon, (iii) Prospectus, each Preliminary Prospectus, the cost Time of printing or producing any Sale Information, the Blue Sky memoranda, this Agreement and all amendments or Legal Investment memorandum supplements to any of them as may be reasonably requested for use in connection with the offer offering and sale of the Shares under state securities laws and Units; (iii) consistent with the provisions of Section 5(i), all expenses in connection with the qualification of the Shares Units for offer offering and sale under state securities laws as provided in Section 6(g) hereof, or Blue Sky laws, including filing reasonable attorneys' fees and out-of-pocket expenses of the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with therewith; (iv) the Blue Sky or Legal Investment memorandum, (iv) all filing fees incident to securing any required review by FINRA of the fairness of the terms of the sale of the Units and the reasonable fees and disbursements of the Underwriters' counsel relating thereto, in an amount not to exceed $20,000; (v) 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 associated 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 Units on the NYSE, NYSE; (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar agent or depositary, (viii) registrar; (vii) the costs and expenses cost of the Company relating to investor presentations on any "road show" undertaken tax stamps, if any, in connection with the marketing issuance and delivery of the offering Units to the respective Underwriters; (viii) all other fees, costs and expenses referred to in Item 13 of the Shares, including, without limitation, expenses associated with Registration Statement; and (ix) the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides transportation, lodging, graphics 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 other expenses of the representatives Partnership incidental to its preparation for and officers of participation in the Company and any such consultants, and one-half of "roadshow" for 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 offering contemplated hereby. Except as provided in this Section, Section 8 and in Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, hereof, the Underwriters will shall pay all of their costs and own expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of counsel. In addition, in the Shares by them and any advertising expenses connected with any offers they may make. event that the proposed offering is terminated for the reasons set forth in Section 5(l) hereof, the Partnership agrees to reimburse the Underwriters as provided in Section 5(l). 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 and fees incident to and in connection with (a) the performance of its obligations under this Agreement, including: (i) the fees, disbursements authorization, issuance, sale and expenses delivery of the Company's counsel and the Company's accountants Units, including any stamp or t...ransfer taxes payable in connection with the registration original issuance of the Units (but, in no event, taxes imposed on the income of an Underwriter), and the preparation and printing of certificates for the Units; (b) the preparation, printing and filing of the Exchange Act Registration Statement, the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the 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 "road show" presentations, any Written Testing-the-Waters Communication and any amendment or supplement thereto, all as provided in this Agreement; (d) the production and distribution of this Agreement, any supplemental agreement among the Underwriters and any other related documents in connection with the 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 Units; (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 Units (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 $25,000); (f) the review and listing of the Units on Nasdaq; (g) the qualification of the offering Units under the securities laws of the Shares by several jurisdictions as provided in Section 5(h) hereof 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) and (iv) shall not exceed $55,000), (v) all a Blue Sky memorandum (including related fees and expenses of counsel to the Underwriters); (h) the preparation, printing and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in connection with Canada, including in the form of a Canadian "wrapper" (including related fees and expenses of Canadian counsel to the Underwriters); (i) the preparation and filing printing 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 or any "road show" or any Testing-the-Waters Communication, 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, 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 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, 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. 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 and fees incident to and in connection with (a) the performance of its obligations under this Agreement, including: (i) the fees, disbursements authorization, issuance, sale and expenses delivery of the Company's counsel and the Company's accountants Units, including any stamp or t...ransfer taxes payable in connection with the registration original issuance of the Units (but, in no event, taxes imposed on the income of an Underwriter), and the preparation and printing of certificates for the Units; (b) the preparation, printing and filing of the Exchange Act Registration Statement, the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the 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 "road show" presentations, any Written Testing-the-Waters Communication and any amendment or supplement thereto, all as provided in this Agreement; (d) the production and distribution of this Agreement, any supplemental agreement among the Underwriters and any other related documents in connection with the 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 Units; (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 Units (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 $35,000); (f) the review and listing of the Units on the Nasdaq; (g) the qualification of the offering Units under the securities laws of the Shares by several jurisdictions as provided in Section 5(h) hereof 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) and (iv) shall not exceed $55,000), (v) all a Blue Sky memorandum (including related fees and expenses of counsel to the Underwriters); (h) the preparation, printing and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in connection with Canada, including in the form of a Canadian "wrapper" (including related fees and expenses of Canadian counsel to the Underwriters); (i) the preparation and filing printing 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 or any "road show" or any Testing-the-Waters Communication, 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, 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 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, 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. View More
