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 by this Agreement are consummated or this Agreement is terminated, the Company agrees and the Guarantors, jointly and severally, agree, to pay or cause to be paid all expenses expenses, costs, fees and taxes incident to and in connection with: (a) the performance authorization, issuance, sale and delivery of its obligations the Notes and any stamp duties or other taxes payable in that connection, and the preparation of certificates for the Notes; (...b) the preparation and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (c) 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; (d) the production 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, Notes (excluding 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 relating thereto); (e) the review and qualification of the offering Notes under the securities laws of the Shares several jurisdictions as provided in Section 5(a)(viii) and the preparation and distribution of a Blue Sky Memorandum (including related fees and expenses of counsel to the Underwriters in an amount that is not greater than $25,000); (f) if applicable, the preparation and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada (excluding related fees and expenses of Canadian counsel to the Underwriters); (g) the approval of the Notes by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to DTC for "book-entry" transfer (excluding any fees and disbursements of counsel to the Underwriters relating thereto); (h) the rating of the Notes; (i) the obligations of the Trustee, any agent of the Trustee and the counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses Trustee in connection with the preparation Indenture, the Notes and filing of the registration statement on Form 8-A relating to Guarantees; (j) 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, 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 costs and expenses of any consultants engaged the Underwriters (to the extent incurred by them) and the Company's officers and employees, in each case in connection with the such road show presentations with the prior approval of the Company, travel show; 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) (k) all other costs and expenses (other than (x) printing costs and expenses and (y) any fees and disbursements of counsel except as provided in clause (e) of this Section 6) 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. Company. View More
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees and the Guarantors, jointly and severally, agree, to pay or cause to be paid all expenses expenses, costs, fees and taxes incident to and in connection with (a) the performance authorization, issuance, sale and delivery of its obligations the Notes and any stamp duties or other taxes payable in that connection, and the preparation of certificates for the Notes; (b...) the preparation and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (c) 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; (d) the production 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, Notes (excluding 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 relating thereto); (e) the review and qualification of the offering Notes under the securities laws of the Shares several jurisdictions as provided in Section 5(a)(viii) and the preparation and distribution of a Blue Sky Memorandum (including related fees and expenses of counsel to the Underwriters in an amount that is not greater than $25,000); (f) if applicable, the preparation and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada (excluding related fees and expenses of Canadian counsel to the Underwriters); (g) the approval of the Notes by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to DTC for "book-entry" transfer (excluding any fees and disbursements of counsel to the Underwriters relating thereto); (h) the rating of the Notes; (i) the obligations of the Trustee, any agent of the Trustee and the counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses Trustee in connection with the preparation Indenture, the Notes, and filing of the registration statement on Form 8-A relating to Guarantees; (j) 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, 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 costs and expenses of any consultants engaged the Underwriters (to the extent incurred by them) and the Company's officers and employees, in each case in connection with the such road show presentations with the prior approval of the Company, travel show; 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) (k) all other costs and expenses (other than (x) printing costs and expenses and (y) any fees and disbursements of counsel except as provided in clause (e) of this Section 6) 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. Company. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees The Issuers agree to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and 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 wi...th 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 following 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 by it of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the obligations Registration Statement (including financial statements and exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Company hereunder Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, the Incorporated Documents and all amendments or supplements to any of them as may be reasonably requested for which provision is not otherwise use in connection with the offering and sale of the Notes; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Notes, including any stamp taxes in connection with the original issuance and sale of the Notes; (iv) the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda, and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Notes; (v) any applicable listing or other similar fees; (vi) the registration or qualification of the Notes for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 5(g) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memoranda and such registration and qualification); (vii) any filing fees in connection with any filings required to be made with FINRA; (viii) the transportation and other expenses incurred by or on behalf of officers and employees of GP LLC, PAGP GP or the Issuers in this Section. connection with presentations to prospective purchasers of the Notes; (ix) the fees and expenses of the Partnership's accountants and the fees and expenses of counsel (including local and special counsel) for the Issuers; (x) any fees charged by rating agencies for rating the Notes; and (xi) the fees and expenses of the Trustee and paying agent (including related fees and expenses of any counsel for such parties). 31 It is understood, however, that except as otherwise provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of 8 or Section 11 below, 5(i) hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on any resale of the Notes by any of the Shares by them and Underwriter, any advertising expenses connected with any offers they may make. make and the transportation and other expenses incurred by the Underwriters on their own behalf in connection with presentations to prospective purchasers of the Notes. 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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, any Issuer Free Wri...ting 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, all as provided in 22 this Agreement; (c) the production 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 Units; (d) any required review by the Securities Act and all other fees or expenses in connection with the preparation 19 and filing FINRA of the Registration Statement, any preliminary prospectus, the Time terms 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 Units; (e) the listing of the Units on the New York Stock Exchange and/or any other exchange; (f) the qualification of the Shares for offer and sale Units under state the securities laws of the several jurisdictions as provided in Section 6(g) hereof, including filing 5(i) and the preparation, printing and distribution of a Blue Sky Memorandum (including related 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 expenses of counsel to the Underwriters incurred in connection with Underwriters); (g) the review preparation, printing and qualification distribution of one or more versions of the offering Preliminary Prospectus and the Prospectus for distribution in Canada, including in the form 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 a Canadian "wrapper" (including related fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating Canadian counsel to the Common Stock and all costs and expenses incident to listing Underwriters); (h) 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" show", undertaken in connection with the marketing of the offering of the Shares, Units, 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, General Partner 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 show; 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 Parties and the Selling Unitholder 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, 13, 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 The Partnership agrees, whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees to that it will pay or cause to be paid all expenses costs, expenses, fees and taxes incident to and in connection with (a) the authorization, issuance, sale and delivery of the Securities and the performance of its the Partnership Parties' obligations under this Agreement, including: (i) hereunder, including the fees, disbursements... and expenses fees of the Company's Partnership Parties' counsel and accountants, and any stamp duties or other taxes payable in that connection, and the Company's accountants preparation and printing of certificates for the Securities; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (c) 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; (d) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the registration sale of the Securities; (e) services provided by the transfer agent or registrar; (f) the production and distribution of this Agreement, any supplemental agreement among Underwriters, and any other related documents in connection with the offering, purchase, sale and delivery of the Shares under Securities; (g) any review by Financial Industry Regulatory Authority of the terms of sale of the Securities Act (including related fees and all other expenses of counsel to the Underwriters); (h) any transfer 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 taxes relating 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 memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with Underwriters; (i) the qualification of the Shares for offer and sale Securities under state the securities laws of the several jurisdictions as provided in Section 6(g) hereof, including filing fees and 4(a)(viii); (j) 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, Securities, 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 Representative and officers of the Company Partnership; 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) (k) 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 Parties under this Section. It is understood, however, that 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 payable on resale the Securities that 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 The Issuers agree, 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 Securities, any stamp duties or other taxes payable in that connection and the preparation and printing of certificates for the Securities; (b) th...e preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, the Statement of Eligibility and Qualification of the Trustee on Form T-1 filed with the Commission (the "Form T-1"), and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto, and any document incorporated by reference in any of the foregoing, all as provided in this Agreement; (d) the production and distribution of this Agreement, including: (i) any supplemental agreement among Underwriters, the fees, disbursements Indenture, 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 Securities; (e) any required review by the Financial Industry Regulatory Authority, Inc. of the terms of sale of the Securities Act (including related fees and all other fees or expenses in connection with of counsel to the Underwriters); (f) 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 state securities or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer offer, issuance and sale of the Shares Securities under state securities laws and all expenses in connection with the qualification of the Shares Securities for offer and sale under state securities laws as provided in Section 6(g) hereof, including 5(a)(xi) hereof (including filing fees and the reasonable and documented fees and disbursements expenses of counsel for to the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing memorandum); (g) the fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification expenses of the offering of Trustee, including 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 Trustee in connection with the preparation Indenture and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of Securities; (h) any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken fees payable in connection with the marketing rating 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 Securities; and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to (i) the performance of the obligations of the Company hereunder for which provision is not otherwise made in Partnership Parties under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" in Sections 8 and the last paragraph of Section 11 below, hereof, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock transfer taxes payable on resale 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 Each of the transactions contemplated in this Agreement are consummated or this Agreement is terminated, Partnership Parties covenants and agrees with the Company agrees to Underwriter that the Partnership will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: following: (i) the fees, disbursements and expenses of the Company's Partnership's and the Selling Unitholder's counsel and the Company's accountants in conn...ection with the registration and delivery of the Shares Units under the Securities Act and all other fees or expenses in connection with the preparation 19 preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Preliminary Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Issuer Free Writing Prospectus and the Company Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers, in the quantities hereinabove specified, dealers; (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any the Blue Sky or Legal Investment memorandum Memorandum and closing documents (including any compilations thereof) in connection with the offer offering, purchase, sale and sale delivery of the Shares under state securities laws and Units; (iii) all expenses in connection with the qualification of the Shares Units for offer offering and sale under state securities laws as provided in Section 6(g) 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters Underwriter in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, survey; (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 listing the preparation and Units on the NYSE; (v) the filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. ("FINRA") of the registration statement on Form 8-A relating to terms of the Common Stock and all costs and expenses incident to listing sale of the Shares on the NYSE, Units; (vi) the cost of printing preparing certificates representing for the Shares, if applicable, Units; (vii) the costs cost and charges of any transfer agent, registrar agent or depositary, registrar; and (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 obligation of the Company Partnership and the Selling Unitholder hereunder for which provision is that are not otherwise made specifically provided for in this Section. Section 9. It is understood, however, that that, except as provided in this Section, Section 9 entitled "Indemnity and Contribution" Sections 11 and 13 hereof, the last paragraph of Section 11 below, the Underwriters Underwriter will pay all of their its own costs and expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares Units by them and any advertising expenses connected with any offers they may make. make, and the Selling Unitholder shall bear the cost of any underwriting discount and any underwriting commission with all other fees attributable to the Selling Unitholder and related to the offering borne by the Partnership. View More
Expenses. Whether The Company 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 and fees incident to and in connection with (a) the performance authorization, issuance, sale and delivery of its obligations the Stock and any stamp duties payable in that connection, and the preparation and printing of certificates for the Stock; (b) the preparation, printing and... filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (d) the production 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 Stock; (e) any required review by the Securities Act and all other fees or expenses in connection with the preparation 19 and filing FINRA of the Registration Statement, any preliminary prospectus, the Time terms 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 Stock; (f) the inclusion of the Stock on The NASDAQ Stock Market and/or any other exchange; (g) the qualification of the Shares for offer and sale Stock under state the securities laws of the several jurisdictions as provided in Section 6(g) hereof, including filing 6(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including related 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 expenses of counsel to the Underwriters incurred in connection with Underwriters); (h) 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" or any Testing-the-Waters Communication, undertaken in connection with the marketing of the offering of the Shares, Stock, 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 Company; (i) the cost of any aircraft chartered reasonable out-of-pocket expenses incurred by the Underwriters in connection with their 22 engagement, including without limitation, outside legal fees and expenses, marketing, syndication and travel expenses; provided that such fees and expenses shall not exceed $175,000 without the road show (the remaining half prior written consent of the cost to be paid by the Underwriters), (ix) the document production charges Company; 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 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. Agreement. View More
Expenses. Whether The Company 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 authorization, issuance, sale and delivery of its obligations the Notes and any stamp duties or other taxes payable in that connection; (b) the preparation, printing and filing under the Securities Act of the Re...gistration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement thereto; (c) 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; (d) the production 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 Notes; (e) the listing of Maximum Number of Underlying Securities Act and all on The NASDAQ Global Select Market and/or any 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 exchange; (f) the qualification of the Shares for offer and sale Notes under state the securities laws of the several jurisdictions as provided in Section 6(g) hereof, including filing 4(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including related 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 19 expenses of counsel to the Underwriters incurred in an amount not to exceed $10,000); (g) the obligations of the Trustee, any agent of the Trustee and the counsel for the Trustee in connection with the review Indenture and qualification of the offering of Notes; (h) 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" show", undertaken in connection with the marketing of the offering of Notes (provided, however, that the Shares, including, without limitation, Underwriters shall pay their own travel 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 roadshow, if any) 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 under this Section. It is understood, however, that 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 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 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 prepara...tion 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 following 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 by it of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the obligations Registration Statement (including financial statements and exhibits thereto), any Preliminary Prospectus and the Final Prospectus (including filing fees), each Issuer Free Writing Prospectus, each amendment or supplement to any of them and this Agreement; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, any Preliminary Prospectus, the Final Prospectus, the documents incorporated by reference in the Registration Statement, each Issuer Free Writing 14 Prospectus, and all amendments or supplements to any of them, in each case as may be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing (or reproduction), authentication, issuance and delivery of the Preferred Stock and the Securities, including any stamp taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement and all other agreements, documents and certificates (including certificates representing the Preferred Stock) printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the New York Stock Exchange; (vi) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 5(g) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing (or reproduction), and delivery of the preliminary and supplemental Blue Sky Memoranda and such registration and qualification); (vii) the filing fees and the reasonable fees and expenses of counsel for the Underwriters (up to a maximum amount of counsel fees of $5,000) in connection with any filings required to be made with FINRA; (viii) the fees and expenses associated with obtaining ratings for the Securities from nationally recognized statistical rating organizations; (ix) the transportation and other expenses incurred by or on behalf of representatives of the Company hereunder for which provision is not otherwise made (other than the Underwriters and their representatives) in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity connection with presentations to prospective purchasers of the Securities; (x) the fees and Contribution" expenses of the Company's accountants and the last paragraph fees and expenses of Section 11 below, counsel (including local and special counsel) for the Underwriters will pay Company; (xi) the fees and expenses of the Depositary in connection with the deposit of the Preferred Stock and the offering of the Securities; and (xii) all of their other costs and expenses, including fees and disbursements expenses incident to the performance by the Company 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. its obligations hereunder. View More