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 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 costs, expenses, fees and taxes 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 (a) the registration authorization, issuance, sale and delivery of the ...Shares and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Shares; (b) 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 (including any preliminary prospectus, the Time of Sale exhibits thereto), any Preliminary Prospectus, the Prospectus, any free writing prospectus prepared by Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication and any amendment or on behalf of, used by, or referred to by supplement thereto; (c) the Company and amendments and supplements to any distribution of the foregoing, including 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 printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, as provided in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery this Agreement; (d) any required review by FINRA of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost terms 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 (including filing fees); (e) the listing of the Shares on The NASDAQ Capital Market or any other exchange; (f) the qualification of the Shares for offer and sale under state the securities laws of the several jurisdictions as provided in Section 6(g) hereof, including filing 5(a)(viii) 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); (g) 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" or any Written Testing-the-Waters Communication 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 roadshow and 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, reasonable travel and lodging expenses of the representatives Representative and officers of the Company and any such consultants, and one-half of Company; the cost of any aircraft 26 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) show; (h) 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 except as provided in this Section, Section 9 entitled "Indemnity Agreement, 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 any transfer taxes payable on resale of any in connection with its sale of the Shares to the Underwriters; and (i) all fees and expenses incurred by them the Representative in connection with the offering, including the reasonable fees and any advertising expenses connected with any offers they may make. of Underwriters' counsel, provided that such fees and expenses of Underwriters' counsel shall not exceed $100,000 without the Company's prior written consent. 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 costs, expenses, fees and taxes 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 (a) the registration authorization, issuance, sale and delivery of the ...Shares and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Shares; (b) 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 (including any preliminary prospectus, the Time of Sale exhibits thereto), any Preliminary Prospectus, the Prospectus, any free writing prospectus prepared by Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication and any amendment or on behalf of, used by, or referred to by supplement thereto; (c) the Company and amendments and supplements to any distribution of the foregoing, including 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 printing costs associated therewith, and as provided in this Agreement; (d) any required review by FINRA of the mailing and delivering terms of copies thereof to sale of the Underwriters and dealers, in Shares; (e) the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery listing of the Shares to the Underwriters, including on The NASDAQ Capital Market or 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; (f) the qualification of the Shares for offer and sale under state the securities laws of the several jurisdictions as provided in Section 6(g) hereof, including filing 5(a)(viii) 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); (g) 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" or any Written Testing-the-Waters Communication 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 roadshow and 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, reasonable travel and lodging expenses of the representatives Representative and officers of the Company and any such consultants, and one-half of Company; 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) show; (h) 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 except as provided in this Section, Section 9 entitled "Indemnity Agreement, 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 any transfer taxes payable on resale of any in connection with its sale of the Shares to the Underwriters; and (i) all fees and expenses incurred by them the Representative in connection with the offering, including the reasonable fees and any advertising expenses connected with any offers they may make. of Underwriters' counsel, provided that such fees and expenses of Underwriters' counsel shall not exceed $100,000 without the Company's prior written consent. View More
Expenses. Whether Each of the BellRing Parties 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 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 (a) the registration authorization, issuance, sale and... delivery of the Shares 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 and all other fees or expenses in connection with the preparation 19 and filing of the Registration Statement, Statement (including any preliminary prospectus, exhibits thereto), the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by prospectus, and any amendment or on behalf of, used by, or referred to by supplement thereto; (c) the Company and amendments and supplements to any distribution of the foregoing, including Registration Statement (including any exhibits thereto), the Time of Sale Prospectus, the Prospectus, any free writing prospectus, and any amendment or supplement thereto, or any document incorporated by reference therein, all printing costs associated therewith, as provided in this Agreement; (d) the production and distribution of this Agreement, any supplemental agreement among Underwriters, and any other related documents in connection with 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 offering, purchase, sale and delivery of the Shares Stock; (e) the inclusion of the Stock on The New York Stock Exchange and/or any other exchange; (f) the qualification of the Stock under the securities laws of the several jurisdictions as provided in Section 5(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including related fees and expenses of outside counsel to the Underwriters, Underwriters not to exceed $15,000); (g) the preparation, printing and distribution of one or more versions of the Time of Sale Prospectus and the Prospectus for distribution in Canada, including in the form of a Canadian "wrapper" (excluding related fees and expenses of Canadian counsel to the Underwriters); (h) the investor presentations on any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum "road show," undertaken in connection with the offer and sale marketing of the Shares under state securities laws Stock, including, without limitation, expenses associated with any electronic road show, travel and all lodging expenses of the representatives and officers of the BellRing Parties and the cost of any aircraft chartered in connection with the qualification of road show; (i) 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 incident to, and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with with, the review and qualification by FINRA of the offering terms of sale of the Shares by the Financial Industry Regulatory Authority Stock (provided that the amount payable by the Company with respect pursuant to subsection (f) and the reasonable fees and disbursements of counsel for to the Underwriters pursuant to subsections (iii) and (iv) described in this subsection (i) shall not exceed $55,000), (v) all fees $30,000) 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) (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 BellRing Parties under this Section. It is understood, however, that Agreement; provided 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 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 expenses, costs, fees and taxes 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 (a) the registration authorization, issuance, sale and delivery of the ...Shares and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Shares; (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, any supplemental agreement of the Underwriter, and any other fees or expenses related documents 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 offering, purchase, sale and delivery of the Shares to Shares; (e) 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 listing of the Shares under state securities laws and all expenses in connection with on the New York Stock Exchange; (f) the qualification of the Shares for offer and sale under state the securities laws of the several jurisdictions as provided in Section 6(g) hereof, including filing 5(i) and the preparation, printing and distribution of a Blue 21 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 Underwriter); (g) the review preparation, printing and qualification distribution of one or more versions of the offering Preliminary Prospectus and the Prospectus for distribution in Canada, often 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 Underwriter); (h) 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 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 this Section. It is understood, however, that Company, provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" and in Section 11, the last paragraph of Section 11 below, the Underwriters will Underwriter shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their its counsel, stock any transfer taxes payable on resale the Shares which they may sell and the expenses of advertising any offering of the Shares 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 costs, expenses, fees and taxes incident to and in connection with (a) the performance preparation, authorization, issuance, sale and 16 delivery of its obligations the Securities and any stamp duties or other taxes payable in that connection; (b) the preparation, printing and filing under the Sec...urities 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, including: (i) the fees, disbursements Indenture, the Securities, 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 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 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 incident to, and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with with, the review and review, if any, by FINRA of the terms of the sale of the Securities; (f) the qualification of the offering Securities under the securities laws of the Shares by several jurisdictions as provided in Section 5(a)(xi) 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 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); (g) 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 and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered chartered; (h) any fees payable in connection with the road show (the remaining half rating of the cost to be paid by Securities; (i) the Underwriters), (ix) the document production charges reasonable fees and expenses associated of the Trustee, including the fees and disbursements of counsel for the Trustee, in connection with printing this Agreement the Indenture and (x) the Securities; and (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 this Section. It is understood, however, that Company; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" 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 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 costs, expenses, fees and taxes incident to and in connection with (a) the performance preparation, authorization, issuance, sale and delivery of its obligations the Securities and any stamp duties or other taxes payable in that connection; (b) the preparation, printing and filing under the Securi...ties 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, including: (i) the fees, disbursements Indenture, the Securities, any supplemental agreement among Underwriters, and expenses of the Company's counsel and the Company's accountants 16 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 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 incident to, and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with with, the review and review, if any, by FINRA of the terms of the sale of the Securities; (f) the qualification of the offering Securities under the securities laws of the Shares by several jurisdictions as provided in Section 5(a)(xi) 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 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); (g) 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 and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered chartered; (h) any fees payable in connection with the road show (the remaining half rating of the cost to be paid by Securities; (i) the Underwriters), (ix) the document production charges reasonable fees and expenses associated of the Trustee, including the fees and disbursements of counsel for the Trustee, in connection with printing this Agreement the Indenture and (x) the Securities; and (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 this Section. It is understood, however, that Company; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" 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 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 costs, expenses, fees and taxes incident to and in connection with (a) the performance preparation, authorization, issuance, sale and delivery of its obligations the Securities and any stamp duties or other taxes payable in that connection; (b) the preparation, printing and filing under the Securi...ties Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing 16 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, including: (i) the fees, disbursements Indenture, the Securities, 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 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 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 incident to, and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with with, the review and review, if any, by FINRA of the terms of the sale of the Securities; (f) the qualification of the offering Securities under the securities laws of the Shares by several jurisdictions as provided in Section 5(a)(xi) 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 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); (g) 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 and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered chartered; (h) any fees payable in connection with the road show (the remaining half rating of the cost to be paid by Securities; (i) the Underwriters), (ix) the document production charges reasonable fees and expenses associated of the Trustee, including the fees and disbursements of counsel for the Trustee, in connection with printing this Agreement the Indenture and (x) the Securities; and (a) 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 Company; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" 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 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 costs, expenses, fees and taxes incident to and in connection with (a) the performance preparation, authorization, issuance, sale and delivery of its obligations the Securities and any stamp duties or other taxes payable in that connection; (b) the preparation, printing and filing under the Securi...ties 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, including: (i) the fees, disbursements Indenture, the Securities, 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 16 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 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 incident to, and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with with, the review and review, if any, by FINRA of the terms of the sale of the Securities; (f) the qualification of the offering Securities under the securities laws of the Shares by several jurisdictions as provided in Section 5(a)(xi) 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 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); (g) 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 and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered chartered; (h) any fees payable in connection with the road show (the remaining half rating of the cost to be paid by Securities; (i) the Underwriters), (ix) the document production charges reasonable fees and expenses associated of the Trustee, including the fees and disbursements of counsel for the Trustee, in connection with printing this Agreement the Indenture and (x) the Securities; and (a) 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 Company; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" 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 or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) paid: (a) 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 w...ith the preparation 19 preparation, printing and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus 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 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, (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) dealers; (b) the cost of printing or producing of a reasonable number of each of this Agreement, any Blue Sky or Legal Investment memorandum underwriting and selling group documents, a "blue sky" Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Shares under state securities laws and Shares; (c) all expenses in connection with the qualification of the Shares for offer offering and sale under state securities laws as provided in Section 6(g) 3(a) 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) "blue sky" Memorandum; (d) if applicable, all fees and expenses in connection with listing the Shares on the NYSE; (e) the filing fees incident to, 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 with, any required review by FINRA of the registration statement on Form 8-A relating to terms of the Common Stock and all costs and expenses incident to listing sale of the Shares on the NYSE, (vi) Shares; (f) the cost of printing certificates representing preparing share certificates; (g) the Shares, if applicable, (vii) the costs cost and charges of any transfer agent, registrar agent or depositary, (viii) the costs registrar; 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) (h) 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. It is understood, however, that except Except as specifically provided in this Section, Section 9 entitled "Indemnity clauses (c) and Contribution" and (e) above, the last paragraph 19 Company shall have no liability for fees or disbursements of Section 11 below, counsel for 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 in connection with the Shares transactions contemplated by them and any advertising expenses connected with any offers they may make. this Agreement. 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 costs, expenses, fees and taxes incident to and in connection with (a) the performance preparation, authorization, issuance, sale and delivery of its obligations the Securities and any stamp duties or other taxes payable in that connection; (b) the preparation, printing and filing under the Securi...ties 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, including: (i) the fees, disbursements Indenture, the Securities, 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 16 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 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 incident to, and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with with, the review and review, if any, by FINRA of the terms of the sale of the Securities; (f) the qualification of the offering Securities under the securities laws of the Shares by several jurisdictions as provided in Section 5(a)(xi) 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 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); (g) 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 and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered chartered; (h) any fees payable in connection with the road show (the remaining half rating of the cost to be paid by Securities; (i) the Underwriters), (ix) the document production charges reasonable fees and expenses associated of the Trustee, including the fees and disbursements of counsel for the Trustee, in connection with printing this Agreement the Indenture and (x) the Securities; and (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 this Section. It is understood, however, that Company; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" 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
