Expenses Clause Example with 349 Variations from Business Contracts
This page contains Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation... 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.View More
Variations of a "Expenses" Clause from Business Contracts
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company Partnership 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 Partnership's counsel and the Company's Partnership's accountants in connection with the registration and delivery of the Shares Convertible Units 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, 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 Partnership, 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 Convertible Units to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky securities or Legal Investment "blue sky" memorandum in connection with the offer and sale of the Shares Convertible Units under state the securities laws of the jurisdictions in which the Convertible Units may be offered or sold and all expenses in connection with the qualification of the Shares Convertible Units for offer and sale under state such securities laws as provided in Section 6(g) 6(j) 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, a "blue sky" memorandum (in an amount not to exceed $10,000), (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 Offering by the Financial Industry Regulatory Authority (provided that the FINRA (in an amount payable by the Company with respect not to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), $25,000), (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 Convertible Units and the Underlying Common Units on NASDAQ and the NYSE, cost of registering the Convertible Units under Section 12 of the Exchange Act, including the preparation of a registration statement on Form 8-A, (vi) the cost of printing certificates representing the Shares, if applicable, Convertible Units or the issuance of the Underlying Common Units upon conversion of the Convertible Units, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company Partnership relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, Offering, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, Partnership, travel and lodging expenses of the representatives and officers of the Company Partnership Entities 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 Partnership Parties hereunder for which provision is not otherwise made in this Section. It is understood, however, that except Section 7. Except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, expressly set forth herein, the Underwriters will pay all of their own costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares Convertible Units by them and any advertising expenses connected with any offers they may make. Notwithstanding the above, if the sale of the Convertible Units provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 is not satisfied, because of any termination of this Agreement by the Underwriters pursuant to Section 9(a) or Section 9(c) hereof or because of any refusal, inability or failure on the part of any Partnership Party to perform any obligation or covenant hereunder or comply with any provision hereof other than by reason of a default by any of the Underwriters. View More
Expenses. Whether The Company and the Parent Guarantor, jointly and severally, agree, whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses costs, expenses, fees and taxes incident to and in connection with (a) the performance authorization, issuance, sale and delivery of its obligations the Securities; (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, the Indenture, the Statement of Eligibility and Qualification of the Trustee on Form T-1 filed with the Commission (the "Form T-1") and any amendment or supplement thereto; (c) the distribution of the Registration Statement 20 (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) any supplemental agreement among Underwriters, and any other related documents in connection with the fees, disbursements offering, purchase, sale and delivery of the Securities; (e) all fees and expenses of the Company's counsel and the Company's Parent Guarantor's counsel, independent public or certified public accountants and other advisors, (f) all filing fees, attorneys' fees and expenses incurred by the Company, the Parent Guarantor or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration and delivery of) all or any part 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 the securities laws as provided in Section 6(g) hereof, including filing of the several states of the United States, the provinces of Canada or other jurisdictions designated by the Underwriters (including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal investment memoranda); provided, however, that such fees and expenses of counsel to the reasonable Underwriters shall not exceed $15,000, (g) any fees payable in connection with the rating of the Securities with the ratings agencies, (h) the fees, costs and documented charges of the Trustee and the London Paying Agent, including the 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 Trustee 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) London Paying Agent; (i) 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 and the Parent Guarantor relating to investor presentations on any electronic or physical "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 by or with the approval of the Company in connection with the road show presentations with the prior approval of the Company, and travel and lodging expenses of the representatives officers and officers employees of the Company and the Parent Guarantor 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 consultants; (j) all fees and expenses associated with printing this Agreement related to listing the Notes on the NYSE; and (x) (k) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in and the Parent Guarantor under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" and the last paragraph of in Section 11 below, 11, the Underwriters will shall pay all of their own costs and expenses, pro rata in the same proportion as the principal amount of the Securities set forth opposite the name of each Underwriters in Schedule 1, 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 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 or not 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 the following: (i) all expenses incident to in connection with the performance preparation, printing and filing of its obligations under this Agreement, including: (i) the Registration Statement as originally filed and of each amendment thereto; (ii) the fees, disbursement...s and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery issue of the Shares under the Securities Act Bonds and all other fees or expenses in connection with the preparation 19 preparation, printing and filing of the Registration Statement, Basic Prospectus, any preliminary prospectus, the Time of Sale Permitted Free Writing Prospectus, any other Issuer Free Writing Prospectus, the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, and 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, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) dealers; (iii) 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 reasonable expenses in connection with the qualification of the Shares Bonds for offer offering 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 for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by rating services for rating the Bonds; (v) the cost of preparing the Bonds; (vi) costs and expenses, if any, relating to investor presentations or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred any "road show" in connection with the review offering and qualification sale of the offering Securities including, without limitation, any travel expenses of the Shares by Company's officers and employees; (vii) the Financial Industry Regulatory Authority (provided that fees and expenses of the amount payable by Trustee and any agent of the Company with respect to 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 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, 12 (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 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 that, except as provided in this Section, Section 9 entitled "Indemnity and Contribution" Sections 7 and the last paragraph of Section 11 below, 10 hereof, the Underwriters will pay all of their own 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. make and the reasonable fees, disbursements and expenses of counsel for the Underwriters. View More
Expenses. Whether or not 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 the following: (i) all expenses incident to in connection with the performance preparation, printing and filing of its obligations under this Agreement, including: (i) the Registration Statement as originally filed and of each amendment thereto; (ii) the fees, disbursement...s and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery issue of the Shares under the Securities Act Bonds and all other fees or expenses in connection with the preparation 19 preparation, printing and filing of the Registration Statement, Basic Prospectus, any preliminary prospectus, the Time of Sale Permitted Free Writing Prospectus, any other Issuer Free Writing Prospectus, the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, and 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, thereto and the mailing and delivering of copies thereof to 12 the Underwriters and dealers, in the quantities hereinabove specified, (ii) dealers; (iii) 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 reasonable expenses in connection with the qualification of the Shares Bonds for offer offering 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 for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by rating services for rating the Bonds; (v) the cost of preparing the Bonds; (vi) costs and expenses, if any, relating to investor presentations or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred any "road show" in connection with the review offering and qualification sale of the offering Securities including, without limitation, any travel expenses of the Shares by Company's officers and employees; (vii) the Financial Industry Regulatory Authority (provided that fees and expenses of the amount payable by Trustee and any agent of the Company with respect to 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 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 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 that, except as provided in this Section, Section 9 entitled "Indemnity and Contribution" Sections 7 and the last paragraph of Section 11 below, 10 hereof, the Underwriters will pay all of their own 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. make and the reasonable fees, disbursements and expenses of counsel for the Underwriters. View More
Expenses. Whether The Company agrees, whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses reasonable expenses, costs, fees and taxes incident to and in connection with (a) the performance authorization, issuance, sale and delivery of its obligations the Stock and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Stock; ...(b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, 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 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) the Securities Act and all other fees or expenses in connection with the preparation 19 and filing listing of the Registration Statement, Stock on The Nasdaq Global Market and/or any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with exchange; (f) the qualification of the Shares for offer and sale Stock under state the securities laws of the several jurisdictions as provided in Section 6(g) hereof, including filing fees 5(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including related reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements expenses of counsel to the Underwriters incurred Underwriters, provided that in connection with no event shall such fees exceed $2,500); (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, including in the form of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees a Canadian "wrapper" (including related reasonable and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all documented fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating Canadian counsel to the Common Stock and all costs and expenses incident to listing Underwriters); (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" 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, "road show", 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 "road show"; and expenses associated with printing this Agreement and (x) (i) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" and the last paragraph of in Section 11 below, 11, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes on the Stock which they may sell and the expenses of advertising any offering of the Stock made by the Underwriters, and any transfer taxes payable on resale in connection with its sales of any Stock to the Underwriters and reimburse the Company for its pro rata share of the Shares fees and expenses paid by them and any advertising expenses connected the Company in connection with any offers they may make. the offering of the Stock. 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, 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, all as provided in this Agreement; (d) the production and distribution of this Agreement 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) any required review by the Underwriters, including any transfer or other taxes payable thereon, (iii) FINRA of 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 (including related fees and all expenses of counsel to the Underwriter in connection an amount not to exceed $35,000, when taken together 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 expenses of counsel to the Underwriters incurred in connection with clause (g) of this Section 8); (f) the review and listing of the Shares on The Nasdaq Global Select Market and/or any other exchange; (g) the qualification of the offering Shares 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 fees and expenses of counsel to the Underwriter in an amount not to exceed $35,000, when taken together with the fees and expenses 23 of counsel to the Underwriters incurred in connection with clause (e) of this Section 8); (h) the preparation preparation, printing and filing distribution of one or more versions of the registration statement on Form 8-A relating to Preliminary Prospectus and the Common Stock 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 or depositary, (viii) the costs a Canadian "wrapper" (including related 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, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half fifty percent (50%) of the cost of any aircraft chartered in connection with the road show (the remaining half fifty percent (50%) of the cost of such aircraft to be paid by the Underwriters), (ix) the document production charges Underwriters); and expenses associated with printing this Agreement and (x) (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in and the Selling Shareholders 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 in Section 12, 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 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 the Underwriter. The provisions of this Section 8 shall not supersede or otherwise affect any advertising agreement that the Selling Shareholders may otherwise have for the allocation of such expenses connected with any offers they may make. among themselves. View More
Expenses. Whether or not 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 the following: (i) all expenses incident to in connection with the performance preparation, printing and filing of its obligations under this Agreement, including: (i) the Registration Statement as originally filed and of each amendment thereto; (ii) the fees, disbursement...s and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery issue of the Shares under the Securities Act Bonds and all other fees or expenses in connection with the preparation 19 preparation, printing and filing of the Registration Statement, Basic Prospectus, any preliminary prospectus, the Time of Sale Permitted Free Writing Prospectus, any other Issuer Free Writing Prospectus, the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, and 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, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) dealers; (iii) 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 reasonable expenses in connection with the qualification of the Shares Bonds for offer offering 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 for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by rating services for rating the 12 Bonds; (v) the cost of preparing the Bonds; (vi) costs and expenses, if any, relating to investor presentations or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred any "road show" in connection with the review offering and qualification sale of the offering Securities including, without limitation, any travel expenses of the Shares by Company's officers and employees; (vii) the Financial Industry Regulatory Authority (provided that fees and expenses of the amount payable by Trustee and any agent of the Company with respect to 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 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 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 that, except as provided in this Section, Section 9 entitled "Indemnity and Contribution" Sections 7 and the last paragraph of Section 11 below, 10 hereof, the Underwriters will pay all of their own 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. make and the reasonable fees, disbursements and expenses of counsel for 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 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 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 or on behalf of, used by, or referred to reference therein, all as provided in this Agreement; (d) the delivery and distribution of the Custody Agreements and the Powers of 24 Attorney and the fees and expenses of the Custodian (and any other attorney-in-fact); (e) any required review by the Company and amendments and supplements to any FINRA of the foregoing, including all printing costs associated therewith, and the mailing and delivering terms 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 (including filing fees and the fees and expenses of counsel to the Underwriters relating to such review), in an amount together with the amounts paid under state securities laws and all expenses in connection with clause (g) of this Section 8, not to exceed $25,000; (f) the listing of the Shares on the Nasdaq Stock Market and/or any exchange; (g) 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 6(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); (h) 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, roadshow, travel and lodging expenses of the representatives and officers of the Company Company; and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) (i) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not and the Selling Stockholders under this Agreement; provided that, except to the extent otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity clauses (e) and Contribution" (g) above and the last paragraph of Section in Sections 11 below, and 13, the Underwriters will shall pay all of their own costs and expenses, including the fees and disbursements expenses of their counsel, stock any transfer taxes payable on the resale of any of the Shares by them and the expenses of advertising any advertising expenses connected with any offers they may make. offering of the Shares made by the Underwriters. View More
Expenses. Whether or not 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 the following: (i) all expenses incident to in connection with the performance preparation, printing and filing of its obligations under this Agreement, including: (i) the Registration Statement as originally filed and of each amendment thereto; (ii) the fees, disbursement...s and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery issue of the Shares under the Securities Act Bonds and all other fees or expenses in connection with the preparation 19 preparation, printing and filing of the Registration Statement, Basic Prospectus, any preliminary prospectus, the Time of Sale Permitted Free Writing Prospectus, any other Issuer Free Writing Prospectus, the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, and 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, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) dealers; (iii) 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 reasonable expenses in connection with the qualification of the Shares Bonds for offer offering 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 for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by rating services for rating the Bonds; (v) the cost of preparing the Bonds; (vi) costs and expenses relating to investor presentations or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred any "road show" in connection with the review offering and qualification sale of the offering Securities including, without limitation, any travel expenses of the Shares by Company's officers and employees; (vii) the Financial Industry Regulatory Authority (provided that fees and expenses of the amount payable by Trustee and any agent of the Company with respect to 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 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 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 that, except as provided in this Section, Section 9 entitled "Indemnity and Contribution" Sections 7 and the last paragraph of Section 11 below, 10 hereof, the Underwriters will pay all of their own 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. make and the reasonable fees, disbursements and expenses of counsel for the Underwriters. View More
