Expenses Clause Example with 349 Variations from Business Contracts
This page contains Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation... 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.View More
Variations of a "Expenses" Clause from Business Contracts
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company 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 Securities; (v) the 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 Trustee and 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, paying agent (including related fees and expenses of any consultants engaged counsel to such parties in connection with the road show presentations with Indenture and 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. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees and the Issuer, jointly and severally, agree to pay or cause to be paid all expenses incident to the performance of its their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Issuer's counsel, 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 or the Issuer 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) under the Securities Act, 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) the costs and charges of the Trustee; (iii) 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, (iii) thereon; (iv) the cost of printing or producing any Blue Sky or Legal Investment legal investment memorandum in connection with the offer and sale of the Shares Securities under state securities laws and all expenses in connection with the qualification of the Shares Securities for offer and sale under state securities laws as provided in Section 6(g) hereof, above, 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) legal investment memorandum; (v) 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 Securities by the The Financial Industry Regulatory Authority (provided that the amount payable by the Company Authority, Inc. (such fees and disbursements of counsel, together with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and clause (iv) shall above, not to 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, $10,000); (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar depository arrangements for the Securities with DTC 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) successor depositary; (vii) the document production charges and expenses associated with printing this Agreement Agreement, the Indenture and the Securities; (viii) all expenses incurred by the Issuer or the Company in connection with any "road show" presentation to potential investors; (ix) any fees 19 charged by ratings agencies for the rating of the Securities; and (x) all other costs and expenses incident to the performance of the obligations of the Company or the Issuer 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 below, the last paragraph of Section 11 below and Section 15(d) 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 counsel and any advertising expenses connected with any offers they may make. View More
Expenses. Whether The Partnership agrees with each Underwriter that 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 Partnership's counsel and the Company's Partnership's accountants in connection with the registration and delivery of the Shares Note...s 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 Partnership and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares Notes to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky "blue sky" or Legal Investment legal investment memorandum in connection with the offer offer, issuance and sale of the Shares Notes under state securities laws and all expenses in connection with the qualification of the Shares Notes for offer and sale under state securities laws as provided in Section 6(g) 5(a)(ix) 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 "blue sky" or Legal Investment 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 Notes by the Financial Industry Regulatory Authority (provided that Authority, (v) any applicable listing or other similar fees, (vi) any fees charged by rating agencies for rating the amount payable by Notes; (vii) 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 Trustee and any paying agent (including the Common Stock and all costs related fees 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, counsel to such parties), (viii) the costs and expenses of the Company Partnership relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, Notes, including, without limitation, expenses associated with the preparation or dissemination of any electronic 21 road show, expenses associated with the production of road show slides and graphics, fees graphics 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), General Partner, (ix) the document production charges and expenses associated with printing this Agreement the Debt Documents and (x) all other costs and expenses incident to the performance of the obligations of the Company Partnership hereunder for which provision is not otherwise made in this Section. Section 6. It is understood, however, that except as provided in this Section, Section 6 and in Sections 8 and 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 Notes by them and any advertising expenses connected with any offers they may make. 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) all expenses incident to the issuance and delivery of the Notes, (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes, (iii) the fees, disbursements and expenses of the Company's counsel...and Co-Issuer's counsel, the Company's accountants in connection with the registration and delivery of the Shares Notes under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing of the Registration Statement, any preliminary prospectus, Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Co-Issuer and amendments and supplements to any of the foregoing, including all printing and engraving 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 19 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 Notes by the Financial Industry Regulatory Authority (provided that in an amount not to exceed $15,000, (v) all costs and expenses incurred in connection with the amount payable by preparation, printing, shipping and distribution of this Agreement, the Company Indenture, the DTC Agreement and the Notes, (vi) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with respect to the offer and sale of the Notes under state securities laws and all expenses in connection with the qualification of the Notes for offer and sale under state securities laws as provided in Section 4(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters pursuant in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum in an amount not to subsections (iii) exceed $15,000, (vii) the fees and (iv) shall not exceed $55,000), (v) expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (viii) any fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Issuers in connection with the preparation and filing approval of the registration statement on Form 8-A relating to Notes by 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) Depositary for "book-entry" transfer, (x) 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 Notes, including the costs 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 provided, however, that 50% of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to shall be paid by the Underwriters), (ix) the document production charges Underwriters and expenses associated with printing this Agreement and (x) (xi) 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 and Section 7 entitled "Indemnity and Contribution" and the last paragraph of Section 11 9 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. counsel. 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 and the Deposit Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and counsel, 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) under the Securities Act, 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) the costs and charges of any transfer agent, registrar or depository; (iii) all costs and expenses related to the transfer and delivery of the Depositary Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) thereon; (iv) the cost of printing or producing any Blue Sky or Legal Investment legal investment memorandum 21 in connection with the offer and sale of the Depositary Shares under state securities laws and all expenses in connection with the qualification of the Depositary 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 legal investment memorandum, (iv) (v) 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 Securities by the The Financial Industry Regulatory Authority (provided that the amount payable by the Company ("FINRA") (such fees and disbursements of counsel, together with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and clause (iv) shall above, not to 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 $10,000), (vi) all costs and expenses incident to listing the Depositary Shares on the NYSE, (vi) The New York Stock Exchange, (vii) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar depository arrangements for the Securities with DTC or any successor 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 certificates representing the Securities, including the Depositary Receipts, (ix) any fees charged by ratings agencies for the rating of the Securities 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 Contribution", the last paragraph of Section 11 below, below and Section 15(d), 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 counsel and any advertising expenses connected with any offers they may make. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees MarkWest Entities agree to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) (a) the fees, disbursements and expenses of the Company's Issuers' counsel and the Company's Partnership'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, Statement (including any preliminary prospectus, the Time of Sale exhibits thereto), any Preliminary Prospectus, the Prospectus, any free writing prospectus prepared Issuer Free Writing Prospectus and any amendment or supplement thereto, including the filing fees payable to the Commission relating to the Securities (within the time required by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including Rule 456(b)(1), if applicable), 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) (b) all costs and expenses related to the transfer and delivery of the Shares Securities to the Underwriters, Underwriter, including any transfer or other taxes payable thereon, (iii) (c) 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 Memorandum and all expenses in connection with the qualification of the Shares Securities for offer and sale under state securities laws as provided in Section 6(g) 5(a)(vi) 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 Memorandum, (d) any fees and charged by rating agencies for rating 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) Notes, (e) the costs and charges of any transfer agent, registrar or depositary, (viii) (f) the costs and expenses of the Company Issuers relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, Securities, including without limitation, 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, presentations, travel and lodging expenses of the representatives and officers of the Company MarkWest Entities and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half show, (g) the fees and expenses of the cost to be paid by the Underwriters), (ix) the document production charges Trustee and paying agent (including related fees and expenses associated with printing this Agreement of any counsel for such 21 parties) and (x) (h) all other costs and expenses incident to the performance of the obligations of the Company MarkWest Entities hereunder for which provision is not otherwise made in this Section. Section 6. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of 6 or in Section 11 below, 11, 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 Notes by them and any advertising expenses connected with any offers they may make. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees Selling Stockholders agree to pay or cause to be paid paid, (A) all expenses incident to the performance of its their respective obligations under this Agreement and (B) in a pro rata amount to such Selling Stockholder's Selling Stockholder Proceeds (as defined below) and on a several and not joint basis, all expenses incident to the performance of the Company's obli...gations under this Agreement, in each case, including: (i) the fees, disbursements and expenses of the Company's counsel and counsel, the Company's accountants and counsel for the Selling Stockholders 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, Statement (but for the avoidance of doubt, not the fee previously incurred in connection with the 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) 7(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), FINRA, (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, NASDAQ Capital Market, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) (vii) 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 show, with the prior approval of the cost to be paid by the Underwriters), (ix) Company, (viii) the document production charges and expenses associated with printing this Agreement and (x) (ix) 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. Section; provided that the Company shall be obligated to make all such payments pursuant to clause (B) above, and the Selling Stockholders shall have no such payment obligation, if the Public Offering is not completed and it is manifest that the proximate cause thereof is a failure by the Company to (x) use its commercially reasonable efforts to cause the satisfaction of the conditions precedent to the completion of the Public Offering that are set forth in Section 6 or (y) reasonably assist in completing (1) the Commission filings required to be made by the Company and (2) the other Public Offering documents to which the Company is a party. For the avoidance of doubt, the Selling Stockholders shall have no obligation hereunder (x) in respect of any losses, claims, damages or liabilities subject to indemnification or contribution by the Company pursuant to Section 11 herein or (y) for any amounts the Company is obligated to pay pursuant to Section 13 herein as a non-performing party. It is understood, however, that except as provided in this Section, Section 9 11 entitled "Indemnity and Contribution" and the last paragraph of Section 11 13 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. The provisions of this Section shall not supersede or otherwise affect any agreement that the Company and the Selling Stockholders may otherwise have for the allocation of such expenses among themselves. View More
Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to and the Guarantors shall pay or cause to be paid all expenses incident to the performance of its their 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 issuance and delivery sale of the Shares under the Securities Act Notes and all ot...her fees or expenses in connection with the preparation 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Preliminary Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Company Additional Written Communication, any Issuer Free Writing Prospectus and the Company Prospectus and all amendments and supplements to any of thereto, and this Agreement, the foregoing, Indenture, the DTC Agreement, the Notes, the Guarantees and the Pledge Agreement, including all printing costs associated therewith, and the mailing and delivering delivery of copies thereof to the Underwriters and dealers, Underwriters, in the quantities hereinabove specified, reasonably requested by the Underwriters, (ii) all costs and expenses related to the transfer and delivery of the Shares Notes to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment legal investment memorandum in connection with the offer and sale of the Shares Notes under state securities laws and all expenses in connection with the qualification of the Shares Notes for offer and sale under state securities laws as provided in Section 6(g) 3(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel Counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment legal investment memorandum, (iv) all any fees charged by 21 rating agencies for the rating of the Notes, (v) fees and expenses incurred in connection with the listing of the Notes on the NYSE, (vi) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with with, the review and qualification review, if any, by FINRA of the offering terms 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 sale 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, Notes, (vii) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (viii) the cost of the preparation, issuance and delivery of the Notes, (ix) all costs and expenses of the Company relating to investor presentations on presentations, including any "road show" presentations undertaken in connection with the marketing of the offering of the Shares, Notes, 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, presentations, travel and lodging expenses of the representatives Representatives (including the Underwriters) 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 (other than the use of any aircraft owned or leased by the Company and/or the Parent, in which case the cost of such aircraft shall be the responsibility of the cost to be paid Company), (x) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Notes by the Underwriters), (ix) the document production charges Depositary for "book-entry" transfer, (xi) all other fees, costs and expenses associated with printing this Agreement referred to in Item 14 of Part II of the Registration Statement, and (x) (xii) 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. Section 4. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity 4 and Contribution" and the last paragraph of Section 11 below, 6 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable counsel. (b) If the sale of the Notes provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 8 hereof or because of any failure, refusal or inability on resale the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Shares Underwriters, the Company will reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by them in connection with the proposed purchase and any advertising expenses connected with any offers they may make. sale of the Notes. View More
Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to and the Guarantors shall pay or cause to be paid all expenses incident to the performance of its their 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 issuance and delivery sale of the Shares under the Securities Act Notes and all ot...her fees or expenses in connection with the preparation 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Preliminary 20 Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Company Additional Written Communication, any Issuer Free Writing Prospectus and the Company Prospectus and all amendments and supplements to any of thereto, and this Agreement, the foregoing, Indenture, the DTC Agreement, the Notes, the Guarantees and the Pledge Agreement, including all printing costs associated therewith, and the mailing and delivering delivery of copies thereof to the Underwriters and dealers, Underwriters, in the quantities hereinabove specified, reasonably requested by the Underwriters, (ii) all costs and expenses related to the transfer and delivery of the Shares Notes to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment legal investment memorandum in connection with the offer and sale of the Shares Notes under state securities laws and all expenses in connection with the qualification of the Shares Notes for offer and sale under state securities laws as provided in Section 6(g) 3(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel Counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment legal investment memorandum, (iv) all any fees charged by rating agencies for the rating of the Notes, (v) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with with, the review and qualification review, if any, by FINRA of the offering terms 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 sale 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, Notes, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Notes, (viii) the all costs and expenses of the Company relating to investor presentations on presentations, including any "road show" presentations undertaken in connection with the marketing of the offering of the Shares, Notes, 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, presentations, travel and lodging expenses of the representatives Representatives (including the Underwriters) 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 (other than the use of any aircraft owned or leased by the Company and/or the Parent, in which case the cost of such aircraft shall be the responsibility of the cost to be paid Company), (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Notes by the Underwriters), (ix) the document production charges Depositary for "book-entry" transfer, (x) all other fees, costs and expenses associated with printing this Agreement referred to in Item 14 of Part II of the Registration Statement, and (x) (xi) 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. Section 4. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity 4 and Contribution" and the last paragraph of Section 11 below, 6 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable counsel. (b) If the sale of the Notes provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 8 hereof or because of any failure, refusal or inability on resale the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Shares Underwriters, the Company will reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by them in connection with the proposed purchase and any advertising expenses connected with any offers they may make. sale of the Notes. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees and the Issuer, jointly and severally, agree to pay or cause to be paid all expenses incident to the performance of its their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Issuer's counsel, 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 18 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 or the Issuer 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) under the Securities Act, 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) the costs and charges of the Trustee; (iii) 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, (iii) thereon; (iv) the cost of printing or producing any Blue Sky or Legal Investment legal investment memorandum in connection with the offer and sale of the Shares Securities under state securities laws and all expenses in connection with the qualification of the Shares Securities 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 legal investment memorandum, (iv) (v) 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 Securities by the The Financial Industry Regulatory Authority (provided that the amount payable by the Company ("FINRA") (such fees and disbursements of counsel, together with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and clause (iv) shall above, not to 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, $10,000), (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar depository arrangements for the Securities with DTC or any successor 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 Agreement, the Indenture and (x) the Securities, (viii) all expenses incurred by the Issuer or the Company in connection with any "road show" presentation to potential investors and, (ix) all other costs and expenses incident to the performance of the obligations of the Company or the Issuer 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 Contribution", the last paragraph of Section 11 below, below and Section 15(d), 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 counsel and any advertising expenses connected with any offers they may make. View More
