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) 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) (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters 19 incurred in connection with the review and qualification of the offering of the Notes by the Financial Industry Regulatory Authority in an amount not to exceed $15,000, (v) all costs and expenses related to incurred in connection with the transfer preparation, printing, shipping and delivery distribution of this Agreement, the Shares to Indenture, the Underwriters, including any transfer or other taxes payable thereon, (iii) DTC Agreement and the Notes, (vi) the cost of printing or producing any Blue Sky or 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) 4(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 memorandum in an amount not to exceed $15,000, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel to for the Underwriters incurred Trustee in connection with the review Indenture and qualification the Notes, (viii) any fees payable in connection with the rating of the offering of Notes with 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) 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, 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) 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, (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, (iii) the cost of printing or producing any Blue Sky or Legal Investment World Sky 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 or foreign jurisdictions' 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 an amount not to exceed $15,000, in the aggregate, in connection with such qualification and in connection with the Blue Sky or Legal Investment World Sky memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters in an amount (in the case of reimbursable fees and disbursements of counsel to the Underwriters) not to exceed $35,000 in the aggregate, incurred in connection with the review and qualification of the offering of the Shares Securities by FINRA, (v) 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 of any rating agency rating 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, Securities, (vi) the cost of printing certificates certificates, if any, representing the Shares, if applicable, Securities, (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 Securities, provided, however, that 50% of the cost of any aircraft chartered or used in connection with the road show (the remaining half of the cost to shall be paid by the Underwriters), 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. In connection with the preceding sentence, the Initial Purchasers agree to timely and properly pay the New York state stock transfer tax, and the Company agrees to reimburse the Initial Purchasers for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated. 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 counsel and any advertising expenses connected with any offers they may make. The Company agrees to pay or cause to be paid 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. 17 10. 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) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. Notwithstanding the foregoing, the Underwriters may use the Final Term Sheet without further consent of the Company. 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 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 19 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 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 18 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 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 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 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 20 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 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 18 the Company's Partnership's accountants in connection with the registration and delivery of the Shares N...otes 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 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 Liberty Parties 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 Liberty Parties' counsel and of the counsel for the Selling Shareholder and the Company's accountants in connection with the registration and delivery of the Share...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, 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 any of the Company Liberty Parties 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 29 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(h) 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 FINRA (including related fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating counsel to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) Underwriters), (v) the cost of printing certificates representing the Shares, if applicable, (vii) (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 Liberty Parties and the Selling Shareholder hereunder for which provision is not otherwise made in this Section. Section 9. It is understood, however, that except as provided in this Section, Section 9 9, Section 11 entitled "Indemnity and Contribution" 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 9 shall not supersede or otherwise affect any agreement that the Liberty Parties and the Selling Shareholder may otherwise have for the allocation of such expenses among themselves. View More
Expenses. Whether Subject to the last sentence of this Section, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees Selling Shareholders and the Company, severally and not jointly, 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 counsel, the Company's accountants and counsel f...or the Selling Shareholders specified in Schedule IV under the heading "Selling Shareholders" 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 the filing fees payable to the Commission relating to the Shares (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, (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 17 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 but excluding 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) (iii) 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 (but not 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 therewith), (iv) all costs and expenses incident to listing the Shares on the NYSE, (vi) (v) the cost of printing certificates representing the Shares, if applicable, (vii) (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 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 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. All costs and expenses related to the transfer and delivery of the Shares to the Underwriters by the Selling Shareholders, including any transfer or other similar taxes payable thereon, shall be paid by the relevant Selling Shareholder. The provisions of this Section shall not supersede or otherwise affect any agreement that the Company and the Selling Shareholders may otherwise have for the allocation of such expenses among themselves. View More
Expenses. Whether Subject to the last sentence of this Section, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees Selling Shareholders and the Company, severally and not jointly, 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 counsel, the Company's accountants and counsel f...or the Selling Shareholders specified in Schedule IV under the heading "Selling Shareholders" 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 the filing fees payable to the 17 Commission relating to the Shares (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, (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 but excluding 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) (iii) 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 (but not 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 therewith), (iv) all costs and expenses incident to listing the Shares on the NYSE, (vi) (v) the cost of printing certificates representing the Shares, if applicable, (vii) (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 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 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. All costs and expenses related to the transfer and delivery of the Shares to the Underwriters by the Selling Shareholders, including any transfer or other similar taxes payable thereon, shall be paid by the relevant Selling Shareholder. The provisions of this Section shall not supersede or otherwise affect any agreement that the Company and the Selling Shareholders 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 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) 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, (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, (iii) the cost of printing or 16 producing any Blue Sky or Legal Investment World Sky 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 or foreign jurisdictions' 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 an amount not to exceed $15,000, in the aggregate, in connection with such qualification and in connection with the Blue Sky or Legal Investment World Sky memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters in an amount (in the case of reimbursable fees and disbursements of counsel to the Underwriters) not to exceed $35,000 in the aggregate, incurred in connection with the review and qualification of the offering of the Shares Securities by FINRA, (v) 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 of any rating agency rating 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, Securities, (vi) the cost of printing certificates representing the Shares, if applicable, Securities, (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 Securities, provided, however, that 50% of the cost of any aircraft chartered or used in connection with the road show (the remaining half of the cost to shall be paid by the Underwriters), 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. In connection with the preceding sentence, the Initial Purchasers agree to timely and properly pay the New York state stock transfer tax, and the Company agrees to reimburse the Initial Purchasers for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated. 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 counsel and any advertising expenses connected with any offers they may make. The Company agrees to pay or cause to be paid 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. View More
