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, 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(j), 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 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 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 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 of counsel. In addition, in the Shares by them and any advertising expenses connected with any offers they may make. event that the proposed offering is terminated for the reasons set forth in Section 5(l) hereof, the Company agrees to reimburse the Underwriters as provided in Section 5(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 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, 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 or Blue Sky laws, including reasonable attorneys' fees and out-of-pocket expenses of the 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 Shares and the reasonable and documented fees and disbursements of the Underwriters' counsel for relating thereto; (v) 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 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 including 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 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 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 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 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 provided, that the -21- Company shall reimburse the Underwriters for fees, disbursements and other charges of any of counsel to the Shares by them and any advertising expenses connected with any offers they may make. 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 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 Manager'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, 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(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 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 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 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 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, 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 all Shares; (iii) consistent with the provisions of Section 5(j), expenses in connection with the qualification of the Shares for offer offering and sale under state securities laws as provided or Blue Sky laws, including reasonable and documented attorneys' fees and out-of-pocket expenses of the 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 Shares and the reasonable and documented fees and disbursements of the Underwriters' counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing relating thereto, which fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection expenses under this clause (iv) when taken together 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 pursuant to clause (iii) above, shall not exceed $10,000; (v) the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs fees and expenses incident to associated with listing the Shares on the NYSE, Nasdaq; (vi) the cost of printing preparing stock certificates representing the Shares, 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 Shares to the respective Underwriters; (ix) all other fees, costs and expenses referred to in Item 14 of the Shares, including, without limitation, Registration Statement; and (x) the transportation, lodging, graphics and other expenses associated with incidental to the Company's preparation or dissemination for and participation in the "roadshow" for the offering contemplated hereby (provided, for the avoidance of any electronic road show, expenses associated with doubt, that 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 transportation 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 Underwriters shall 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 Underwriters). 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(m) hereof, the Company agrees to reimburse the Underwriters as provided in Section 5(m). View More
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 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 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 the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456(b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, specified; (ii) all costs and expenses related to the transfer and delivery of the Shares Securities to the Underwriters, including any transfer or other taxes payable thereon, thereon; (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer fees and sale of the Shares under state securities laws and all expenses incurred in connection with the qualification of the Shares for offer and sale Securities under state securities the laws of such jurisdictions as provided in Section 6(g) hereof, including filing the Representatives may designate (including the reasonable fees and the reasonable and documented fees and disbursements expenses of counsel for the Underwriters in connection with such qualification and in connection with Underwriters); (iv) any fees charged by rating agencies for rating the Blue Sky or Legal Investment memorandum, (iv) all filing fees and Securities; (v) 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 transfer agent, registrar, paying agent or calculation agent for the Securities (including related fees and expenses of any counsel to such parties in connection with the road show presentations with the prior approval of the Company, travel Securities); (vi) if required, all expenses 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 application fees incurred in connection with the road show (the remaining half any filing with, and clearance of the cost to be paid by offering by, the Underwriters), (ix) Financial Industry Regulatory Authority; (vii) the document production charges and expenses associated with printing this Agreement Agreement; and (x) (viii) 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 7, 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 Securities by them and any advertising expenses connected with any offers they may make. -15- 8. Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. 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 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 Shares; (iii) all expenses in connection with the qualification of the Shares 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 Shares 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), relating thereto; (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 Shares and all costs the fees and expenses incident to associated with listing the Shares on the NYSE, NYSE; (vi) the cost of printing preparing 21 stock certificates representing the Shares, if applicable, (if 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 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), 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 6 and Contribution" and the last paragraph of in Section 11 below, 7 hereof, the Underwriters will shall pay all of their costs and own expenses, including the fees and disbursements of their counsel, stock counsel (other than as described in clause (iii) of the Section 6), transfer taxes payable on the resale of any of the Shares by them and any advertising expenses connected in connection with any offers they may make. of Shares. 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 for the Underwriters. View More
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 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 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 the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456(b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, specified; (ii) all costs and expenses related to the transfer and delivery of the Shares Securities to the Underwriters, including any transfer or other taxes payable thereon, thereon; (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer fees and sale of the Shares under state securities laws and all expenses incurred in connection with the qualification of the Shares for offer and sale Securities under state securities the laws of such jurisdictions as provided in Section 6(g) hereof, including filing the Representatives may designate (including the reasonable fees and the reasonable and documented fees and disbursements expenses of counsel for the Underwriters in connection with such qualification and in connection with Underwriters); (iv) any fees charged by rating agencies for rating the Blue Sky or Legal Investment memorandum, (iv) all filing fees and Securities; (v) 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 depositary (including the Depositary), transfer agent, registrar, paying agent or calculation agent for the Securities or the Preferred Shares (including related fees and expenses of any counsel to such parties in connection with the road show presentations with Securities or the prior approval of the Company, travel Preferred Shares); (vi) if required, all expenses 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 application fees incurred in connection with the road show (the remaining half any filing with, and clearance of the cost to be paid by offering by, the Underwriters), (ix) Financial Industry Regulatory Authority; (vii) the document production charges and expenses associated with printing this Agreement any of the Transaction Documents; and (x) (viii) 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 7, 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 Securities by them and any advertising expenses connected with any offers they may make. 16 8. Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. 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 costs and expenses incident to the performance of its obligations under this Agreement, including: hereunder, including without limitation: (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 S...ecurities Act and all other fees or expenses in connection with the preparation 19 preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Preliminary Prospectus, the Time of Sale Prospectus, Information, any Issuer Free Writing Prospectus and 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 Registration Statement, the Prospectus, each Preliminary Prospectus, the Time of Sale Information, this Agreement, and all amendments or supplements 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 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 therewith; (iv) the expenses, application fees, and in connection with 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 relating thereto (such expenses and fees in connection this clause (iv), together 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 any fees and expenses set forth in connection with clause (iii) above, not to exceed $30,000 in the preparation and filing of aggregate; (v) the registration statement on Form 8-A relating to the Common Stock and all costs fees and expenses incident to associated with listing the Shares on the NYSE, Nasdaq; (vi) the cost of printing certificates representing the Shares, if applicable, preparing 23 stock certificates; (vii) the costs and charges of any transfer agent, registrar agent or depositary, registrar; (viii) the cost incident to the authorization, issuance, sale, preparation and delivery of the Shares and any of the tax stamps, if any, and any other taxes payable in connection therewith; (ix) all other fees, costs and expenses referred to in Item 13 of the Company relating Registration Statement; (x) the transportation, lodging, graphics and all other expenses incidental to investor presentations on any "road show" undertaken the Company's preparation for and participation in connection with the marketing of "roadshow" for the offering of contemplated hereby; provided 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 Underwriters agree to pay all costs and expenses of any consultants engaged related to their participation in connection with the road show presentations with the prior approval of the Company, travel roadshow and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half 50% of the cost of any aircraft chartered in connection with the road show (the remaining half roadshow; and (xi) all of the cost to be paid fees and disbursements of counsel incurred by the Underwriters), (ix) Underwriters in connection with the document production charges Directed Share Program and expenses associated stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection 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 Directed Share Program]. 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(l) hereof, the Company agrees to reimburse the Underwriters as provided in Section 5(l). View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees Partnership Parties, jointly and severally, agree 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 Partnership's counsel, the Company's Partnership's accountants in connection with the registration and delivery of the Shares und...er 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 Partnership and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares Units to the Underwriters, Underwriter, 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 Units under state securities laws and all expenses in connection with the qualification of the Shares Units 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 Underwriter 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 -17- on Form 8-A relating to the Common Stock Units and all costs and expenses incident to listing the Shares Units on the NYSE, (vi) (v) the cost of printing certificates representing the Shares, if applicable, (vii) Units, (vi) 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) (vii) the document production charges and expenses associated with printing this Agreement and (x) (viii) all other costs and expenses incident to the performance of the obligations of the Company Partnership Parties hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" Contribution," and the last paragraph sentence of Section 11 below, the Underwriters Underwriter will pay all of their its own costs and expenses, including fees and disbursements of their its counsel, stock road show expenses, transfer taxes payable on resale of any of the Shares Units by them and any advertising expenses connected with any offers they may make. make and other expenses incurred by the Underwriter on its own behalf in connection with presentations to prospective purchasers of the Units. The provisions of this Section shall not supersede or otherwise affect any agreement that any of the Partnership Parties may otherwise have for the allocation of such expenses among themselves. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees Partnership Parties, jointly and severally, agree 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 Partnership's counsel, the Company's Partnership's accountants in connection with the registration and delivery of the Shares und...er 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 Partnership and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares Units to the Underwriters, Underwriter, 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 Units under state securities laws and all expenses in connection with the qualification of the Shares Units 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 Underwriter 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 Units and all costs and expenses incident to listing the Shares Units on the NYSE, (vi) (v) the cost of printing certificates representing the Shares, if applicable, (vii) Units, (vi) 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) (vii) the document production charges and expenses associated with printing this Agreement and (x) (viii) all other costs and expenses incident to the performance of the obligations of the Company Partnership Parties hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" Contribution," and the last paragraph of Section 11 below, the Underwriters Underwriter will pay all of their its own costs and expenses, including fees and disbursements of their its counsel, stock road show expenses, transfer taxes payable on resale of any of the Shares Units by them and any advertising expenses connected with any offers they may make. make and other expenses incurred by the Underwriter on its own behalf in connection with presentations to prospective purchasers of the Units. The provisions of this Section shall not supersede or otherwise affect any agreement that any of the Partnership Parties may otherwise have for the allocation of such expenses among themselves. View More
