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 hereby are consummated or this Agreement becomes effective or is terminated, and without affecting or limiting any agreements between the Company agrees and the Selling Shareholder, the Company and the Selling Shareholder, jointly and severally, agree 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 Compan...y'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 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 and of any Preliminary Prospectus to the Underwriters and dealers, in dealers; (ii) the quantities hereinabove specified, (ii) all costs and expenses related to the transfer printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Shares to Registration Statement, the Underwriters, including any transfer or other taxes payable thereon, (iii) Prospectus, each Preliminary Prospectus, the cost Time of printing or producing any Sale Information, the Blue Sky memoranda, this Agreement and all amendments or Legal Investment memorandum supplements to any of them as may be reasonably requested for use in connection with the offer offering and sale of the Shares under state securities laws and Shares; (iii) consistent with the provisions of Section 5.1(i), all expenses expenses, if any, in connection with the qualification of the Shares for offer offering and sale under state securities laws as provided in Section 6(g) hereof, or Blue Sky laws, including filing reasonable attorneys' fees and out-of-pocket expenses of the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with therewith; (iv) the Blue Sky or Legal Investment memorandum, (iv) all filing fees incident to securing any required review by FINRA of the fairness of the terms of the sale of the Shares and the reasonable fees and disbursements of the Underwriters' counsel to relating thereto; (v) the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection associated with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, Nasdaq; (vi) the cost of printing certificates representing the Shares, if applicable, preparing stock certificates; (vii) the costs and charges of any transfer agent, registrar agent or depositary, registrar; (viii) the costs and expenses payment of the Underwriters' fees and expenses; 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. The Company relating to investor presentations on and the Selling Shareholder shall each pay any "road show" undertaken documentary, stock transfer, stamp duty and other similar taxes, if any, in connection with the marketing issuance and delivery of Shares to the offering of the Shares, including, without limitation, expenses associated respective Underwriters, 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 respect to Shares sold by 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 Selling Shareholder, respectively. Except as provided in this Section, Section 9 entitled "Indemnity 7 and Contribution" and the last paragraph of in Section 11 below, 8 hereof, the Underwriters will shall pay all of their costs and own expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of counsel. In addition, in the Shares by them and any advertising expenses connected with any offers they may make. event that the proposed offering is terminated for the reasons set forth in Section 5.1(l) hereof, the Company agrees to reimburse the Underwriters as provided in Section 5.1(l). 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 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 expenses (excluding the fees or expenses incurred by the counsel for the 13 Underwriters) in connection with the preparation 19 preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Basic Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Preliminary Prospectus, any Issuer Free Writing Prospectus and the Company Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, dealers; (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 Agreement among Underwriters, the Transaction Documents, the Blue Sky or Legal Investment memorandum memorandum, if any, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Shares under state securities laws and Securities; (iii) all expenses in connection with the qualification of the Shares Securities for offer offering and sale under state securities laws as provided in Section 6(g) 5(c) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel counsels for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, survey, if any, up to a maximum of $10,000 in the aggregate; (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 preparing the Shares, if applicable, (vii) Securities; (v) the costs cost and charges of any transfer agent, registrar agent or depositary, (viii) registrar; (vi) the costs fees and expenses of the Company relating to investor presentations on any "road show" undertaken Depositary in connection with the marketing deposit of the Preferred Stock and 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 Securities; 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) (vii) 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 and Sections 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their respective counsel, stock transfer taxes payable on resale of any of the Shares Securities by them them, and any advertising expenses connected with any offers they may make. 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 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 the 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. View More
Expenses. Whether or not the transactions contemplated in this Agreement hereby are consummated or this Agreement becomes effective or is terminated, the Company 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 under the Securities Act and all other fees or expe...nses 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 and of any Preliminary Prospectus to the Underwriters and dealers, in dealers; (ii) the quantities hereinabove specified, (ii) all costs and expenses related to the transfer printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Shares to Registration Statement, the Underwriters, including any transfer or other taxes payable thereon, (iii) Prospectus, each Preliminary Prospectus, the cost Time of printing or producing any Sale Information, the Blue Sky memoranda, the Master Agreement Among Underwriters, this Agreement, the Selected Dealers 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 Shares; (iii) consistent with the provisions of Section 5.1(i), all expenses in connection with the qualification of the Shares for offer offering and sale under state securities laws as provided in Section 6(g) hereof, or Blue Sky laws, including filing reasonable attorneys' fees and out-of-pocket expenses of the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with therewith; (iv) the Blue Sky or Legal Investment memorandum, (iv) all filing fees incident to securing any required review by FINRA of the fairness of the terms of the sale of the Shares and the reasonable fees and disbursements of the Underwriters' counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority relating thereto (provided that the amount payable by the Company fees of Underwriter's counsel in connection therewith and with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections clause (iii) and (iv) above shall not exceed $55,000), an aggregate of $10,000); (v) all the fees and expenses in connection associated with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, NASDAQ; (vi) the cost of printing certificates representing the Shares, if applicable, preparing stock certificates; (vii) the costs and charges of any transfer agent, registrar agent or depositary, registrar; (viii) the cost of the tax stamps, if any, in connection with the issuance and delivery of the Shares to be sold by the Company to the respective Underwriters; (ix) all other fees, costs and expenses referred to in Item 13 of the Registration Statement; and (x) the 23 transportation, lodging, graphics and other expenses incidental to the Company's preparation for and participation in the "roadshow" for the offering contemplated hereby; provided, however, that the Underwriters will pay for 50% of the costs and expenses of any chartered flight (i) on which there is a representative of the Representatives and (ii) a Managing Director or Principal of one of the Representatives has approved such chartered flight, and the Company relating to investor presentations on any "road show" undertaken in connection with the marketing will pay 100% 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 costs 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 other chartered flight. Each Selling Stockholder agrees that such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost Selling Stockholder will pay or cause 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 such Selling Stockholder's obligations hereunder which are not otherwise specifically provided for in this Section, including any fees and expenses of counsel for such Selling Stockholder and the obligations cost of the Company hereunder for which provision is not otherwise made tax stamps or transfer taxes, if any, in this Section. It is understood, however, that except connection with the delivery of the Shares to be sold by such Selling Stockholder. Except as provided in this Section, Section 9 entitled "Indemnity 7 and Contribution" and the last paragraph of in Section 11 below, 8 hereof, the Underwriters will shall pay all of their costs and own expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected incurred by the Underwriters and the transportation and other expenses incurred by the Underwriters on their own behalf in connection with any offers they may make. the Underwriters' presentations to prospective purchasers of the Shares. In addition, in the event that the proposed offering is terminated for the reasons set forth in Section 5.1(l) hereof, the Company agrees to reimburse the Underwriters as provided in Section 5.1(l). View More
Expenses. Whether or not the transactions contemplated in this Agreement hereby are consummated or this Agreement becomes effective or is terminated, the Company agrees to pay 22 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 othe...r fees or expenses in connection with the preparation 19 preparation, printing and filing of the Registration Statement, any preliminary prospectus, Statement and the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof and of any Preliminary Prospectus to the Underwriters and dealers, in dealers; (ii) the quantities hereinabove specified, (ii) all costs and expenses related to the transfer printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Shares to Registration Statement, the Underwriters, including any transfer or other taxes payable thereon, (iii) Prospectus, each Preliminary Prospectus, the cost Time of printing or producing any Sale Information, the Blue Sky memoranda, this Agreement and all amendments or Legal Investment memorandum supplements to any of them as may be reasonably requested for use in connection with the offer offering and sale of the Shares under state securities laws and Securities; (iii) consistent with the provisions of Section 5(i), all expenses in connection with the qualification of the Shares Securities for offer offering and sale under state securities laws as provided in Section 6(g) hereof, or Blue Sky laws, including filing reasonable attorneys' fees and out-of-pocket expenses of the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with therewith; (iv) the Blue Sky or Legal Investment memorandum, (iv) all filing fees incident to securing any required review by FINRA of the fairness of the terms of the sale of the Securities and the reasonable fees and disbursements of the Underwriters' counsel to relating thereto; (v) the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection associated with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares and the Warrant Shares on the NYSE, NASDAQ; (vi) the cost of printing certificates representing the Shares, if applicable, preparing stock certificates; (vii) the costs and charges of any transfer agent, registrar agent or depositary, registrar; (viii) the costs and expenses cost of the Company relating to investor presentations on any "road show" undertaken tax stamps, if any, in connection with the marketing issuance and delivery of the offering of Securities to 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), respective Underwriters; (ix) the document production charges and expenses associated with printing this Agreement and (x) all other fees, costs and expenses incident referred to in Item 13 of the Registration Statement; and (x) the transportation, lodging, graphics and other expenses incidental to the performance of Company's preparation for and participation in the obligations of "roadshow" for the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except offering contemplated hereby. Except as provided in this Section, Section 9 entitled "Indemnity 7 and Contribution" and the last paragraph of in Section 11 below, 8 hereof, the Underwriters will shall pay all of their costs and own expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any provided however that upon the closing of the Shares by them sale of Securities, the Company shall reimburse the Underwriters for fees, disbursements and any advertising expenses connected with any offers they may make. other charges of counsel to the Underwriters in an amount not to exceed $100,000. In addition, in the event that the proposed offering is terminated for the reasons set forth in Section 5(l) hereof, the Company agrees to reimburse the Underwriters as provided in Section 5(l). 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 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 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 fees, disbursements and expenses of counsel for the Underwriters. View More
Expenses. Whether or not the transactions contemplated in this Agreement hereby are consummated or this Agreement becomes effective or is terminated, the Company 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 and the Advisor'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 preparation, printing and filing of the Registration Statement, any preliminary prospectus, Statement as originally filed 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 and of the Preliminary Prospectus to the Underwriters and dealers, in dealers; (ii) the quantities hereinabove specified, (ii) all costs and expenses related to the transfer printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Shares to Registration Statement, the Underwriters, including any transfer or other taxes payable thereon, (iii) Prospectus, each Preliminary Prospectus, the cost Time of printing or producing any Sale Information, the Blue Sky memoranda, this Agreement and all amendments or Legal Investment memorandum supplements to any of them as may be reasonably requested for use in connection with the offer offering and sale of the Shares under state securities laws and Shares; (iii) consistent with the provisions of Section 5(i), all expenses in connection with the qualification of the Shares for offer offering and sale under federal and 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 or Blue Sky or Legal Investment memorandum, (iv) all laws, including any filing fees and the reasonable fees and disbursements of the Underwriters' counsel relating thereto in an amount not to exceed $10,000 in the Underwriters incurred in connection with aggregate; (iv) the filing fees incident to securing any required review and qualification by FINRA of the offering fairness of the terms of the sale of the Shares by (including the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to reasonable fees and disbursements of the Underwriters' counsel for relating thereto in an amount not to exceed $10,000 in the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), aggregate); (v) all the fees and expenses in connection associated with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, NYSE; (vi) the cost of printing certificates representing the Shares, preparing stock certificates, if applicable, any; (vii) the costs and charges of any transfer agent, registrar agent or depositary, 28 registrar; (viii) the costs and expenses cost of the Company relating to investor presentations on any "road show" undertaken tax stamps, if any, in connection with the marketing issuance and delivery of the offering Shares to the respective Underwriters or their affiliates; (ix) all other fees, costs and expenses referred to in Item 14 of the Shares, including, without limitation, expenses associated with Registration Statement; and (x) the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides transportation and graphics, fees and lodging expenses of any consultants engaged management of the Company in connection with the road show presentations with "roadshow" for 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 offering contemplated hereby. Except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of in Section 11 below, 10 hereof, the Underwriters will shall pay all of their costs and own expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of counsel. In addition, in the Shares by them and any advertising expenses connected with any offers they may make. event that the proposed offering is terminated for the reasons set forth in Section 5(k) hereof, the Company agrees to reimburse the Underwriters as provided in Section 5(k). 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 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 Securities for offer offering and sale under state securities laws as provided in Section 6(g) 4(e) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by rating services for rating the Securities; (v) the cost of preparing the Securities; (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 the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees Company's officers and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all employees; (vii) any 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 Securities on the NYSE, (vi) NYSE and the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, CHX, as applicable; (viii) the costs fees and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with transfer agent and registrar for the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company Securities and any agent of such consultants, and one-half of transfer agent or registrar, as the case may be; (ix) the cost of any aircraft chartered in connection with preparing the road show (the remaining half of certificates representing the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement Securities, if any; 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. View More
Expenses. Whether or not the transactions contemplated in this Agreement hereby are consummated or this Agreement becomes effective or is terminated, the Company 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 and the Adviser'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 preparation, printing and filing of the Registration Statement, any preliminary prospectus, Statement as originally filed 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 and of the Preliminary Prospectus to the Underwriters and dealers, dealers; provided, however, that the Underwriters agree to reimburse the Company for any such expenses in an amount not to exceed $155,297.10; provided further, that if the quantities hereinabove specified, Underwriters exercise their option to purchase the Additional Shares from the Company in full in accordance with Section 2 of this Agreement, the Underwriters agree to reimburse the Company for any such expenses in an amount not to exceed $180,853.35; (ii) all costs and expenses related to the transfer printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Shares to Registration Statement, the Underwriters, including any transfer or other taxes payable thereon, (iii) Prospectus, each Preliminary Prospectus, the cost Time of printing or producing any Sale Information, the Blue Sky memoranda, this Agreement and all amendments or Legal Investment memorandum supplements to any of them as may be reasonably requested for use in connection with the offer offering and sale of the Shares under state securities laws and Shares; (iii) consistent with the provisions of Section 5(i), all expenses in connection with the qualification of the Shares for offer offering and sale under state securities laws as provided in Section 6(g) hereof, or Blue Sky laws, including filing reasonable attorneys' fees and out-of-pocket expenses of the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and therewith in connection with an amount not to exceed $5,000 in the Blue Sky or Legal Investment memorandum, aggregate; (iv) all the filing fees incident to securing any required review by FINRA of the fairness of the terms of the sale of the Shares and the reasonable fees and disbursements of the Underwriters' counsel to relating thereto; (v) the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection associated with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, NYSE; (vi) the cost of printing certificates representing the Shares, preparing stock certificates, if applicable, any; (vii) the costs and charges of any transfer agent, registrar agent or depositary, registrar; (viii) the costs and expenses cost of the Company relating to investor presentations on any "road show" undertaken tax stamps, if any, in connection with the marketing issuance and delivery of the offering of Shares 28 to the Shares, including, without limitation, expenses associated with the preparation respective Underwriters 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), their affiliates; (ix) the document production charges and expenses associated with printing this Agreement and (x) all other fees, costs and expenses incident referred to in Item 14 of the Registration Statement; and (x) the transportation, lodging, graphics and other expenses incidental to the performance of Company's preparation for and participation in the obligations of "roadshow" for the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except offering contemplated hereby. Except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of in Section 11 below, 10 hereof, the Underwriters will shall pay all of their costs and own expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. counsel. 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 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 expenses (excluding the fees or expenses incurred by the counsel for the Underwriters) in connection with the preparation 19 preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Basic Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Preliminary Prospectus, any Issuer Free Writing Prospectus and the Company Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, dealers; (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 Agreement among Underwriters, the Transaction Documents, the Blue Sky or Legal Investment memorandum memorandum, if any, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Shares under state securities laws and Securities; (iii) all expenses in connection with the qualification of the Shares Securities for offer offering and sale under state securities laws as provided in Section 6(g) 5(c) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel counsels for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, survey, if any, up to a maximum of $10,000 in the aggregate; (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 preparing the Shares, if applicable, (vii) Securities; (v) the costs cost and charges of any transfer agent, registrar agent or depositary, (viii) registrar; (vi) the costs fees and expenses of the Company relating to investor presentations on any "road show" undertaken Depositary in connection with the marketing deposit of the Preferred Stock and 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 Securities; 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) (vii) all other costs and expenses incident to the performance of the its 13 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 and Sections 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their respective counsel, stock transfer taxes payable on resale of any of the Shares Securities by them them, and any advertising expenses connected with any offers they may make. View More
