Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation
... 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.
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Expenses.
Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay
or cause to be paid all expenses incident to the
performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the prepara...tion 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all following costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance by it of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the obligations Registration Statement (including financial statements and exhibits thereto), the Preliminary Prospectus, the Prospectus, any Permitted Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging and any costs associated with electronic delivery) of such copies of the Company hereunder Registration Statement, the Preliminary Prospectus, the Prospectus, any Permitted Free Writing Prospectus, the Incorporated Documents, and all amendments or supplements to any of them, as may be reasonably requested for which provision is not otherwise made use in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity connection with the offering and Contribution" sale of the Shares; (iii) 22 the preparation, printing, authentication, issuance and delivery of certificates for the Shares and the last paragraph Preferred Shares, including any stamp taxes in connection with the original issuance and sale of Section 11 below, the Underwriters will pay Shares and the Preferred Shares; (iv) the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda, the Deposit Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of their costs the Shares and expenses, the Preferred Shares; (v) the fees and expenses of the Depositary, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any counsel for the Depositary, if any; (vi) the registration of the Shares by them under the Exchange Act and any advertising the listing of the Shares on the NYSE; (vii) the registration or qualification of the Shares and the Preferred Shares for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 5(f) hereof (including the reasonable fees, expenses connected and disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memoranda and such registration and qualification); (viii) the filing fees and the fees and expenses of counsel for the Underwriters in connection with any offers they may make. filings required to be made with the Financial Industry Regulatory Authority, Inc.; (ix) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Shares; (x) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 4(c).
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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, (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.
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Expenses.
Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay
or cause to be paid all expenses incident to the
performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the prepara...tion 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all following costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance by it of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the obligations Registration Statement (including financial statements and exhibits thereto), the Preliminary Prospectus, the Prospectus, any Permitted Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging and any costs associated with electronic delivery) of such copies of the Company hereunder Registration Statement, the Preliminary Prospectus, the Prospectus, any Permitted Free Writing Prospectus, the Incorporated Documents, and all amendments or supplements to any of them, as may be reasonably requested for which provision is not otherwise made use in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity connection with the offering and Contribution" sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares and the last paragraph Preferred Shares, including any stamp taxes in connection with the original issuance and sale of Section 11 below, the Underwriters will pay Shares and the Preferred Shares; (iv) the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda, the Deposit Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of their costs the Shares and expenses, the Preferred Shares; (v) the fees and expenses of the Depositary, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any counsel for the Depositary, if any; (vi) the registration of the Shares by them under the Exchange Act and any advertising the listing of the Shares on the NYSE; (vii) the registration or qualification of the Shares and the Preferred Shares for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 5(f) hereof (including the reasonable fees, expenses connected and disbursements of counsel for the Underwriters relating to the 22 preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memoranda and such registration and qualification); (viii) the filing fees and the fees and expenses of counsel for the Underwriters in connection with any offers they may make. filings required to be made with the Financial Industry Regulatory Authority, Inc.; (ix) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Shares; (x) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 4(c).
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Expenses.
Whether The Company agrees, whether or not the transactions contemplated
in by this Agreement are consummated or this Agreement is terminated,
the Company agrees to pay
or cause to be paid all
expenses expenses, costs, fees and taxes incident to
and in connection with (a) the
performance authorization, issuance, sale and delivery of
its obligations the Stock and any stamp duties or other taxes payable in that connection; (b) the preparation, printing and filing under
the Securities Act of the Re...gistration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto, all as provided in this Agreement; (d) 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 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 repurchase of shares of Common Stock with a portion of the Shares net proceeds from this offering; (f) any required review by FINRA of the terms of sale of the Stock (including related fees and expenses of counsel to the Underwriters, including Underwriters that are reasonable and documented); (g) the listing of the Stock on The Nasdaq Global Market and/or any transfer or other taxes payable thereon, (iii) exchange; (h) the cost qualification of the Stock under the securities laws of the several jurisdictions as provided in Section 5(a)(ix) and the preparation, printing or producing any and distribution of a Blue Sky or Legal Investment memorandum in connection with Memorandum (including related fees and expenses of counsel to the Underwriters); (i) the offer and sale of shares of the Shares under state securities laws and all expenses Stock by the Raymond James & Associates, Inc. in connection with the qualification of Directed Share Program, including 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) counsel, the costs and expenses of preparation, printing and distribution of the Company relating to Directed Share Program material and all stamp duties or other taxes incurred by the Raymond James & Associates, Inc in connection with the Directed Share Program; (j) the investor presentations on any "road show" or any Testing-the-Waters Communication, undertaken in connection with the marketing of the offering of the Shares, Stock, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half 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) (k) all other costs and expenses incident to the performance of the obligations of the Company hereunder under this Agreement; provided, however, that the amount payable by the Company for which provision is the fees and expenses of counsel to the Underwriters described in clauses (f) and (h) shall not otherwise made in this Section. exceed an aggregate of $45,000. It is understood, however, understood that except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" and the last paragraph of in Section 11 below, 11, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Stock which they may sell and the expenses of advertising any offering of the Shares Stock made by them the Underwriters and any advertising reimburse the Company for their pro rata share of the fees and expenses connected paid by the Company in connection with any offers they may make. the offering of the Stock.
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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 Notes 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 Notes 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 Notes; (v) the cost of preparing the Notes; (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 Notes 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 10 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 fees, disbursements and expenses of counsel for the Underwriters.
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Expenses.
Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company
agrees to will pay or cause to be paid all
reasonable 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 Securities 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 Basic Prospectus, the Final 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 and 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 Securities to the Underwriters, including (iii) any transfer or other taxes payable thereon, (iii) fees charged by the rating agencies for the rating of the Securities, (iv) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer preparation, issuance and sale delivery 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), Securities, (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 trustee, transfer agent, registrar or depositary, (viii) the costs depositary 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) (vi) 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 that, except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, Agreement, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their counsel, stock and transfer taxes payable on resale resales of any of the Shares Securities by them and any advertising expenses connected with any offers they may make. them.
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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 Notes 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 Notes for offer offering and sale under state securities laws as provided in Section 6(g) 4(d) hereof, including filing fees and 10 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 Notes; (v) the cost of preparing the Notes; (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 Notes 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 fees, disbursements and expenses of counsel for the Underwriters.
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Expenses. Whether or not the transactions contemplated
in this Agreement hereby are consummated or this Agreement
becomes effective or 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: following: (i) the fees, disbursements and expenses of the Company's counsel and
the Company's accountants in connection with the registration
and delivery of the
Shares Securities under the Securities Act and all other
f...ees or expenses in connection with the preparation 19 preparation, printing and filing of the Registration Statement, any preliminary prospectus, Statement and the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in dealers; (ii) the quantities hereinabove specified, (ii) all costs and expenses related to the transfer printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Shares to Registration Statement, the Underwriters, including any transfer or other taxes payable thereon, (iii) Prospectus, the cost of printing or producing any General Disclosure Package, the Blue Sky memoranda, any Issuer-Represented Free Writing Prospectus, this Agreement and all amendments or Legal Investment memorandum supplements to any of them as may be reasonably requested for use in connection with the offer offering and sale of the Shares under state securities laws and Securities; (iii) all expenses in connection with the qualification of the Shares Securities for offer offering and sale under state securities laws as provided or Blue Sky laws, including reasonable attorneys' fees and out-of-pocket expenses of counsel for the Underwriters in Section 6(g) hereof, including connection therewith; (iv) the filing fees incident to securing any required review by FINRA of the fairness of the terms of the sale of the Securities and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification relating thereto; (v) the cost of preparing, printing, authenticating, issuing and delivering the Securities; (vi) the costs and charges of the Trustee and its counsel; (vii) the cost of the tax stamps, if any, in connection with the Blue Sky or Legal Investment memorandum, (iv) issuance and delivery of the Securities to the Underwriters; (viii) all filing other fees, costs and expenses referred to in Item 13 of the Registration Statement; and (ix) the transportation, lodging, graphics and other expenses incidental to the Company's preparation for and participation in the "roadshow" for the offering contemplated hereby. Except as provided in this Section 6 and in Section 7 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel (other than as described in clause (iii) of the Section 6), transfer taxes on the resale of any Securities by them and any advertising expenses in connection with offers of Securities. -20- If this Agreement is terminated by the Representatives in accordance with the provisions of Section 8 hereof, the Company shall reimburse the Underwriters for all of their reasonable out of pocket expenses, including 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. Underwriters.
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Expenses.
Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company (a) Partnership's Expenses. The Partnership agrees to pay
or cause to be paid the following costs and expenses and all
other costs and expenses incident to the performance
by it of its obligations
under this Agreement, including: hereunder: (i) the
fees, disbursements preparation, printing or reproduction, and
expenses filing with the Commission of the
Company's counsel Reg...istration Statement (including financial statements and exhibits thereto), any Preliminary Prospectus, the Company's accountants Prospectus, any Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, the Incorporated Documents and all amendments or supplements to any of them as may be reasonably requested for use in connection with the registration offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda, and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v) the registration 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 listing of the Shares to on the Underwriters, including NYSE and any transfer applicable listing or other taxes payable thereon, (iii) similar fees; (vi) the cost of printing registration 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 or Blue Sky laws of the several states as provided in Section 6(g) hereof, including filing fees and 5(f) hereof (including the reasonable and documented fees fees, expenses 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 Underwriter relating to the Common Stock preparation, printing or reproduction, and all costs delivery of the preliminary and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, supplemental Blue Sky Memoranda and such registration and qualification); (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating related to investor presentations on any "road show" 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 Underwriter and officers transportation and other expenses incurred by or on behalf of the Company officers and any such consultants, and one-half employees of the cost Partnership Parties; provided, however, that the Partnership is obligated to pay only 50% of the costs and expenses of any aircraft that is chartered in connection with the road show (the remaining half presentations to prospective purchasers of the cost to be paid by Shares; (viii) the Underwriters), fees and expenses of the Partnership's accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership Group Entities; (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to of qualifying the performance Shares for inclusion in the book-entry settlement system of the obligations of DTC; and (x) services provided by the Company hereunder for which provision is not otherwise made in this Section. transfer agent and registrar. 21 (b) Selling Shareholder Expenses. It is understood, however, that except as otherwise provided in this Section, Agreement, the Selling Shareholder will only be responsible for paying all underwriting discounts and selling commissions applicable to the sale of the Shares hereunder. (c) Underwriter Expenses. It is understood, however, that except as otherwise provided in this Section 9 entitled "Indemnity and Contribution" and or Section 5(i) hereof, the last paragraph of Section 11 below, the Underwriters Underwriter will pay all of their its own costs and expenses, including the fees and disbursements of their its counsel, stock transfer taxes payable on any resale of any of the Shares by them and the Underwriter, any advertising expenses connected with any offers they may make. make and the transportation and other expenses incurred by the Underwriter on its own behalf in connection with presentations to prospective purchasers of the Shares.
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Expenses.
Whether The Company agrees, whether or not the transactions contemplated
in by this Agreement are consummated or this Agreement is terminated,
the Company agrees to pay
or cause to be paid all
expenses expenses, costs, fees and taxes incident to
and in connection with (a) the
performance authorization, preparation, issuance, sale, resale 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 t...he Stock; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto, all as provided in this Agreement; (d) 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 Stock; (e) any required review by the FINRA of the terms of sale of the Stock (including related fees and expenses of counsel to the Underwriters); (f) the listing of the Stock on The Nasdaq Global Market and/or any other exchange; (g) the qualification of the Stock under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing securities laws of the Registration Statement, any preliminary prospectus, several jurisdictions as provided in Section 5(a)(ix) and the Time preparation, printing and distribution of Sale Prospectus, a Blue Sky Memorandum (including related fees and expenses of counsel to the Prospectus, any free writing prospectus prepared by Underwriters); (h) the preparation, printing and distribution of one or on behalf of, used by, or referred more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada, including in the form of a Canadian "wrapper" (including related fees and expenses of Canadian counsel to the Underwriters), provided that, for 24 purposes of clauses (e) and (g) above, the amount of counsel fees to be paid for 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, shall not be greater than $35,000 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 aggregate; (i) the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification shares 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 Stock by the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and Directed Share Program, including 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) related thereto, the costs and expenses of preparation, printing and distribution of the Company relating to Directed Share Program material and all stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program; (j) the investor presentations on any "road show" or any Testing-the-Waters Communication, undertaken in connection with the marketing of the offering of the Shares, Stock, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of 50% the cost of any aircraft chartered that is used to transport representatives from both the Company and the Underwriters in connection with the road show (the remaining half of (with the cost to be other 50% being paid by the Underwriters), (ix) the document production charges Underwriters); and expenses associated with printing this Agreement and (x) (k) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in under this Section. It is understood, however, that Agreement; provided that, except as 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 their respective sales of any Stock to the Underwriters and reimburse the Company for their 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.
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