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 The Company agrees to pay or cause to be paid all expenses (a) the costs incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements authorization, issuance, sale and expenses delivery of the Company's counsel Notes and any taxes payable in that connection; (b) the Company's accountants costs incident to the preparation, printing and ...filing under the Securities Act of the Registration Statement and exhibits thereto, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement to the Prospectus or any document incorporated by reference therein, all as provided in this Agreement; (d) the costs of producing and distributing this Agreement and any other related documents in connection with the registration offering, purchase, sale and delivery of the Shares Notes; (e) any applicable listing or similar fees; (f) the fees and expenses of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Company, and of PricewaterhouseCoopers LLP; (g) if applicable, the fees and expenses of qualifying the Notes under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing securities laws of the Registration Statement, any preliminary prospectus, 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 several jurisdictions as provided in Section 6(g) hereof, including filing fees and 5(j) of this Agreement, including, without limitation, the reasonable and documented fees and disbursements cost of counsel for the Underwriters in connection with such qualification and in connection with the preparing any Blue Sky application 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 other document prepared or executed by the Company with respect to fees and disbursements of counsel (or based upon any written information furnished by the Company for use therein) specifically for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) purpose of qualifying any or all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to Notes under 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 securities laws of any transfer agent, registrar state or depositary, (viii) the costs other jurisdiction (any such application, document or information, a "Blue Sky Application") 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 preparing, printing and graphics, distributing a Blue Sky Memorandum (including related fees and expenses of any consultants engaged in connection with Simpson Thacher & Bartlett LLP, counsel to the road show presentations with Underwriters); (h) the prior approval of the Company, travel and lodging expenses other costs of "road show" meetings with potential investors in the representatives and officers of the Company and any such consultants, and one-half of Notes; (i) 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 "road show" presentation materials; and expenses associated with printing this Agreement and (x) (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 8 and Contribution" and the last paragraph of in Section 11 below, 11, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Notes which they may sell and the expenses of advertising any offering of the Shares Notes made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid all expenses (a) the costs incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements authorization, issuance, sale and expenses delivery of the Company's counsel Notes and any taxes payable in connection therewith; (b) the Company's accountants costs incident to the preparation, printing... and filing under the Securities Act of the Registration Statement and exhibits thereto, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement to the Prospectus or any document incorporated by reference therein, all as provided in this Agreement; (d) the costs of producing and distributing this Agreement and any other related documents in connection with the registration offering, purchase, sale and delivery of the Shares Notes; (e) any applicable listing or similar fees; (f) the fees and expenses of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Company, and of PricewaterhouseCoopers LLP; (g) if applicable, the fees and expenses of qualifying the Notes under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing securities laws of the Registration Statement, any preliminary prospectus, 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 several jurisdictions as provided in Section 6(g) hereof, including filing fees and 15 5(j) of this Agreement, including, without limitation, the reasonable and documented fees and disbursements cost of counsel for the Underwriters in connection with such qualification and in connection with the preparing any Blue Sky application 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 other document prepared or executed by the Company with respect to fees and disbursements of counsel (or based upon any written information furnished by the Company for use therein) specifically for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) purpose of qualifying any or all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to Notes under 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 securities laws of any transfer agent, registrar state or depositary, (viii) the costs other jurisdiction (any such application, document or information, a "Blue Sky Application") 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 preparing, printing and graphics, distributing a Blue Sky Memorandum (including related fees and expenses of any consultants engaged in connection with Simpson Thacher & Bartlett LLP, counsel to 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 Underwriters); (h) 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 "road show" presentation materials; and expenses associated with printing this Agreement and (x) (i) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 8 and Contribution" and the last paragraph of in Section 11 below, 11, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Notes which they may sell and the expenses of advertising any offering of the Shares Notes made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid all expenses (a) the costs incident to the performance authorization, issuance, sale and delivery of its obligations the Securities and any taxes payable in that connection; (b) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto; (c) t...he costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereto (including, in each case, exhibits), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement to the Prospectus, all as provided in this Agreement, including: (i) Agreement; (d) the fees, disbursements costs of reproducing and distributing this Agreement; (e) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of sale of the Securities; (f) the fees and expenses of filings, if any, with foreign securities administrators and of qualifying the Company's counsel and Securities under the Company's accountants securities laws of the several jurisdictions as provided in Section 4(l); (g) the fees paid to rating agencies in connection with the registration and delivery rating of the Shares under the Securities Act Securities; 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) (h) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in under this Section. It is understood, however, Agreement; provided that except as provided in this Section, Section 9 entitled "Indemnity 5 and Contribution" and the last paragraph of in Section 11 below, 10, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes on the Securities which they may sell and the expenses of advertising any offering of the Securities made by the Underwriters, and the Company shall pay the fees and expenses of its counsel and any transfer taxes payable on resale in connection with its sale of any of Securities to the Shares by them and any advertising expenses connected with any offers they may make. Underwriters. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid all expenses (a) the costs incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements authorization, issuance, sale and expenses delivery of the Company's counsel Notes and any taxes payable in connection therewith; (b) the Company's accountants costs incident to the preparation, printing... and filing under the Securities Act of the Registration Statement and exhibits thereto, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement to the Prospectus or any document incorporated by reference therein, all as provided in this Agreement; (d) the costs of producing and distributing this Agreement and any other related documents in connection with the registration offering, purchase, sale and delivery of the Shares Notes; (e) any applicable listing or similar fees; (f) the fees and expenses of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Company, and of PricewaterhouseCoopers LLP; (g) if applicable, the fees and expenses of qualifying the Notes under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing securities laws of the Registration Statement, any preliminary prospectus, 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 several jurisdictions as provided in Section 6(g) hereof, including filing fees and 5(j) of this Agreement, including, without limitation, the reasonable and documented fees and disbursements cost of counsel for the Underwriters in connection with such qualification and in connection with the preparing any Blue Sky application 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 other document prepared or executed by the Company with respect to fees and disbursements of counsel (or based upon any written information furnished by the Company for use therein) specifically for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) purpose of qualifying any or all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to Notes under 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 securities laws of any transfer agent, registrar state or depositary, (viii) the costs other jurisdiction (any such application, document or information, a "Blue Sky Application") 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 preparing, printing and graphics, distributing a Blue Sky Memorandum (including related fees and expenses of any consultants engaged in connection with Simpson Thacher & Bartlett LLP, counsel to 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 Underwriters); (h) 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 "road show" presentation materials; and expenses associated with printing this Agreement and (x) (i) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 8 and Contribution" and the last paragraph of in Section 11 below, 11, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Notes which they may sell and the expenses of advertising any offering of the Shares Notes made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether The Partnership agrees, whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses costs, expenses, fees and taxes incident to and in connection with (a) the performance authorization, issuance, sale and delivery of its obligations the Units and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Units; (b) the... preparation, printing and filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus the Prospectus and any amendment or supplement thereto; (c) the distribution of the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement to thereto or any document incorporated by reference therein, all as provided in this Agreement; (d) the printing and distribution of this Agreement, including: (i) the fees, disbursements any supplemental agreement among Underwriters and expenses of the Company's counsel and the Company's accountants any other related documents in connection with the registration offering, purchase, sale and delivery of the Shares under 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 Units; (e) the transfer and delivery of the Shares to the Underwriters, including agent; (f) 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 required 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 Authority, Inc. of the registration statement on Form 8-A relating to terms of sale of the Common Stock and all costs and expenses incident to listing Units; (g) the Shares inclusion of the Units on the NYSE, (vi) New York Stock Exchange; (h) 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 qualification of the Company relating to investor presentations on any "road show" undertaken in connection with Units under the marketing securities laws of the offering several jurisdictions as provided in Section 5(g) and the preparation, printing and distribution of the Shares, including, without limitation, expenses associated with the preparation or dissemination of a Blue Sky Memorandum, if any electronic road show, expenses associated with the production of road show slides and graphics, (including related fees and expenses of any consultants engaged counsel to the Underwriters); (i) the transportation and other expenses incurred by or on behalf of the Partnership's representatives in 20 connection with the road show presentations with the prior approval to prospective purchasers of the Company, travel Units; 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) (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in Partnership under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 7 and Contribution" and the last paragraph of in Section 11 below, 12, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Units which they may sell and the expenses of advertising any offering of the Shares Units made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether or not The Representing Parties agree with the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees Underwriters to pay or cause to be paid all expenses (a) the costs incident to the performance authorization, issuance, sale, preparation and delivery of its obligations the Notes and any taxes payable in connection therewith; (b) the costs incident to the preparation, printing and filing under the Securities Act of the Registratio...n Statement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any preliminary prospectus (including the Preliminary Prospectus), the Prospectus and any amendment or supplement to the Prospectus, including, without limitation, the Prospectus, all as provided in this Agreement, including: (i) Agreement; (d) the fees, disbursements costs of printing, reproducing and distributing this 24 Agreement and any other underwriting and selling group documents and the Final Terms FWP by mail, telex or other means of communications; (e) the fees and expenses of qualifying the Notes under the securities laws of the several jurisdictions as provided in Section 3(a)(vii) and of preparing, printing and distributing Blue Sky Memoranda (including related fees and expenses of counsel to the Underwriters); (f) any fees charged by the Rating Agencies for rating the Notes; (g) all fees and expenses of the Company's counsel Owner Trustee, the Indenture Trustee and the Company's accountants in connection with Asset Representations Reviewer and their respective counsel; (h) 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 amounts set forth in Section 6(g) hereof, including filing fees 4(h); 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) (i) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in Representing Parties under this Section. It is understood, however, Agreement; provided, that except as otherwise provided in this Section, Section 9 entitled "Indemnity 12 and Contribution" and the last paragraph of in Section 11 below, 8, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Notes which they may sell and the expenses of advertising any offering of the Shares Notes made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether The Partnership agrees, whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses expenses, costs, fees and taxes incident to and in connection with (a) the performance preparation, printing and filing under the Securities Act of its obligations under the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus and any Issuer Free ...Writing Prospectus, and any amendment or supplement thereto; (b) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (c) the production and distribution of this Agreement, including: (i) any supplemental agreement of the fees, disbursements Underwriter, and any other related documents in connection with the offering, purchase, sale and delivery of the Units; (d) any required review by the FINRA of the terms of sale of the Units (including related fees and expenses of counsel to the Underwriter in an amount that is not greater than $25,000); (e) the listing of the Units on the New York Stock Exchange or any other exchange; (f) the qualification of the Units under the securities laws of the several jurisdictions as provided in Section 5(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including related fees and expenses of counsel to the Underwriter in an amount that is not greater than $25,000); (g) the preparation, printing and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada, including in the form of a Canadian "wrapper" (excluding, for the avoidance of doubt, fees and expenses of Canadian counsel to the Underwriter); (h) the investor presentations and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery representatives 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 Partnership 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 Units; 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) (i) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in Partnership under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" and in Section 11, the last paragraph of Section 11 below, the Underwriters will Underwriter shall pay all of their its own costs and expenses, including fees the costs and disbursements expenses of their its counsel, stock any transfer taxes on the Units which it may sell and the expenses of advertising any offering of the Units made by the Underwriter, and any transfer taxes payable on resale in connection with its sales of any of Units to the Shares by them and any advertising expenses connected with any offers they may make. Underwriter. View More
Expenses. Whether The Partnership agrees, whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses expenses, costs, fees and taxes incident to and in connection with (a) the performance preparation, printing and filing under the Securities Act of its obligations under the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus and any Issuer Free ...Writing Prospectus, and any amendment or supplement thereto; (b) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (c) the production and distribution of this Agreement, including: (i) any supplemental agreement of the fees, disbursements Underwriter, and any other related documents in connection with the offering, purchase, sale and delivery of the Units; (d) any required review by the FINRA of the terms of sale of the Units (including related fees and expenses of counsel to the Underwriter in an amount that is not greater than $25,000); (e) the listing of the Units on the New York Stock Exchange or any other exchange; (f) the qualification of the Units under the securities laws of the several jurisdictions as provided in Section 5(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including related fees and expenses of counsel to the Underwriter in an amount that is not greater than $25,000); (g) the preparation, printing and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada, including in the form of a Canadian "wrapper"; (h) the investor presentations and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery representatives 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 Partnership 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 Units; 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) (i) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in Partnership under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" and in Section 11, the last paragraph of Section 11 below, the Underwriters will Underwriter shall pay all of their its own costs and expenses, including fees the costs and disbursements expenses of their its counsel, stock any transfer taxes on the Units which it may sell and the expenses of advertising any offering of the Units made by the Underwriter, and any transfer taxes payable on resale in connection with its sales of any of Units to the Shares by them and any advertising expenses connected with any offers they may make. Underwriter. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees The SLG Parties jointly and severally agree to pay or cause to be paid all expenses (a) the costs incident to the performance authorization, issuance, sale and delivery of its obligations under the Securities and any taxes payable in that connection; (b) the costs incident to the preparation, and delivery of this Agreement, including: (i) the fees, disbursements Inde...nture and expenses of the Company's counsel and the Company's accountants any other related documents in connection with the registration offering, purchase, issuance, sale and delivery of the Shares under Securities, as the Securities Act case may be; (c) the costs incident to the preparation, printing, filing and all other fees distribution of the materials contained in the Registration Statement, the Time of Sale Information and the Prospectus and each amendment or expenses supplement to either of them, as may, in each case, be reasonably requested for use 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 offering and sale of the Shares Securities; (d) the filing fees, if any, incident to securing any required review by FINRA of the terms of sale of the issuance; (e) any applicable listing fees; (f) the fees and expenses of qualifying the Securities under state the securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws several jurisdictions as provided in Section 6(g) hereof, including filing fees 3(h) and the reasonable of preparing, printing and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the distributing a Blue Sky or Legal Investment memorandum, (iv) all filing fees and the Memorandum (including related reasonable fees and disbursements expenses of counsel to the Underwriters incurred in connection with Underwriters); (g) the review and qualification costs 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 preparing certificates 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) issuance; (h) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made SLG Parties under this Agreement; (i) the costs and charges of any trustee, transfer agent and registrar; (j) any expenses incurred by the SLG Parties in this Section. It is understood, however, that connection with a "road show" presentation to potential investors, if any; and (k) the fees and disbursements of the Company's counsel and accountants; provided that, except as expressly provided in this Section, Section 9 entitled "Indemnity 4, Section 8 and Contribution" and the last paragraph of Section 11 below, 10, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock and any transfer taxes payable on resale the Securities which they may sell and the expenses of advertising any offering of the Shares Securities made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether or not The Representing Parties agree with the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees Underwriters to pay or cause to be paid all expenses (a) the costs incident to the performance authorization, issuance, sale, preparation and delivery of its obligations the Notes and any taxes payable in connection therewith; (b) the costs incident to the preparation, printing and filing under the Securities Act of the Registratio...n Statement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any preliminary prospectus supplement (including the Preliminary Prospectus), the Prospectus and any amendment or supplement to the Prospectus, including, without limitation, the Prospectus Supplement, all as provided in this Agreement, including: (i) Agreement; (d) the fees, disbursements costs of printing, reproducing and distributing this Agreement and any other underwriting and selling group documents and the Final Terms FWP by mail, telex or other means of communications; (e) the fees and expenses of qualifying the Notes under the securities laws of the several jurisdictions as provided in Section 3(a)(vii) and of preparing, printing and distributing Blue Sky Memoranda (including related fees and expenses of counsel to the Underwriters); (f) any fees charged by the Rating Agencies for rating the Notes; (g) all fees and expenses of the Company's counsel Owner Trustee and the Company's accountants in connection with Indenture Trustee and their respective counsel; (h) 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 amounts set forth in Section 6(g) hereof, including filing fees 4(h); 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) (i) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in Representing Parties under this Section. It is understood, however, Agreement; provided, that except as otherwise provided in this Section, Section 9 entitled "Indemnity 12 and Contribution" and the last paragraph of in Section 11 below, 8, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Notes which they may sell and the expenses of advertising any offering of the Notes made by the Underwriters. A/75910535.724 13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Representing Parties and the Underwriters contained in this Agreement or made by or on behalf on them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Notes and shall remain in full force and effect, regardless of any (i) termination or cancellation of this Agreement, (ii) any investigation made by or on behalf of any of them or any person controlling any of them or (iii) acceptance of and payment for the Shares by them and any advertising expenses connected with any offers they may make. Notes. View More
