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. 5.1. Whether or not the transactions contemplated in this Agreement hereby are consummated or this Agreement becomes effective or is terminated, the Company Partnership agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: following: (i) the fees, disbursements and expenses of the Company's Partnership's counsel and the Company's accountants in connection with the registration and delivery of the Shares Units under the Secu...rities Act and all other fees or expenses in connection with the preparation 19 preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the each Preliminary Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company Prospectus, each Free Writing Prospectus (including each Issuer Free Writing Prospectus) and amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in dealers; (ii) the quantities hereinabove specified, (ii) all costs and expenses related to the transfer printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Shares to Registration Statement, each Preliminary Prospectus, any Prospectus, each Free Writing Prospectus (including each Issuer Free Writing Prospectus), the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky memoranda, this Agreement and all amendments or Legal Investment memorandum supplements to any of them as may be reasonably requested for use in connection with the offer offering and sale of the Shares under state securities laws Units; (iii) background checks, by a background search firm acceptable to the Underwriters for the Partnership's senior management and board of directors; (iv) consistent with the provisions of Section 4.1(l) hereof, 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) hereof, or Blue Sky laws, including filing fees and the reasonable and documented attorneys' fees and disbursements out-of-pocket expenses of the counsel for the Underwriters in connection with such qualification and in connection with therewith; (v) the Blue Sky or Legal Investment memorandum, (iv) all filing fees and incident to securing any required review by FINRA of the fairness of the terms of the sale of the Units (including the reasonable fees and disbursements of the Underwriters' counsel relating thereto, with such Underwriters' counsel fees not to exceed $20,000 in the aggregate); provided, however, that the Partnership shall only reimburse the Underwriters for expenses incurred in connection with the review foregoing items (iii), (iv) and qualification of (v) in an amount not to exceed $50,000 in the offering of aggregate; (vi) the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection associated with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares Units on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, NYSE; (vii) the costs and charges of any transfer agent, registrar agent or depositary, registrar; (viii) the costs and expenses cost of the Company relating to investor presentations on any "road show" undertaken tax stamps, if any, in connection with the marketing issuance and delivery of the offering Units to the respective Underwriters; (ix) all other fees, costs and expenses referred to in Item 13 of the Shares, including, without limitation, Registration Statement; and (x) the transportation, lodging, graphics and other expenses associated with incidental to the Partnership's preparation or dissemination of any electronic road show, for and participation in the "road show" for the offering contemplated hereby; provided, however, that all costs expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged related to chartered aircraft 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 "roadshow" shall be paid split 50% by the Underwriters), (ix) Underwriters and 50% by 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. Partnership. It is understood, however, that that, except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, 5.1, the Underwriters will shall pay all of their costs and expenses, including fees and disbursements of their counsel, stock unit transfer or similar taxes payable on the resale of any of the Shares Common Units by them and them, any advertising expenses connected with any offers they may make. make and any travel and lodging expenses incurred by the Underwriters and their representatives. 5.2. If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (except pursuant to a termination under Section 10 hereof as a result of the failure of the condition set forth in Section 7.1.12) or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Partnership Entities to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Partnership agrees to reimburse you and the Underwriters for all out-of-pocket expenses (including travel expenses and reasonable and documented fees and expenses of legal counsel for the Underwriters, but excluding wages and salaries paid by you) reasonably incurred by you in connection herewith. 5.3. Except as provided in this Section 5 and in Section 6 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. View More
Expenses. Whether or not the transactions contemplated in this Agreement hereby 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) following: (1) 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 Offered Securities under the Securities Act and all other filing fee...s, other fees or and expenses in connection with the preparation 19 preparation, printing and filing of the Registration Statement, any preliminary prospectus, Statement and the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof and of any preliminary prospectus and any Permitted Free Writing Prospectus to the Underwriters and dealers, in dealers; (2) the quantities hereinabove specified, (ii) all costs and expenses related to the transfer printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Shares to Registration Statement, the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing Prospectus, each preliminary prospectus, any Blue Sky memoranda, the Transaction Agreements and all amendments or Legal Investment memorandum supplements to any of them as may be reasonably requested for use in connection with the offer offering and sale of the Shares under state securities laws and Offered Securities; (3) all expenses in connection with the qualification of the Shares Offered Securities for offer offering and sale under state securities laws as provided in Section 6(g) hereof, or Blue Sky laws, including filing reasonable attorneys' fees and out-of-pocket expenses of the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with therewith; (4) the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel incident to the Underwriters incurred in connection with the securing any required review and qualification by FINRA of the offering fairness 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 terms of the registration statement on Form 8-A relating to sale of the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) Offered Securities; (5) the cost of issuing and delivering the Offered Securities, including printing certificates representing the Shares, if applicable, (vii) costs; (6) the costs and charges of the Trustee, any other trustee, transfer agent, registrar agent or depositary, (viii) registrar; (7) the costs and expenses cost of the Company relating to investor presentations on any "road show" undertaken tax stamps, if any, in connection with the marketing issuance and delivery of the offering of Offered Securities to the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) respective Underwriters; (8) all other fees, costs and expenses incident referred to in Item 31 of the Registration Statement; and (9) the transportation, lodging, graphics and other expenses incidental to the performance of Company's preparation for and participation in any "roadshow" for the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except offering contemplated hereby. Except as provided in this Section, Section 6, Section 8 and Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, hereof, the Underwriters will shall pay all of their costs and own expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. counsel. View More
Expenses. Whether Each of the Partnership Parties covenants and agrees, jointly and severally, to pay all expenses, costs, fees and taxes incident to and in connection with (a) the authorization, issuance, sale and delivery of the Units and any stamp duties or not other taxes payable in that connection, and the transactions contemplated preparation and printing of certificates for the Units; (b) the preparation, printing, reproduction and filing under the Securities Act of the Registration Statement (incl...uding 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, and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement are consummated or this Agreement is terminated, Agreement; (d) the Company agrees to pay or cause to be paid all expenses incident to the performance production and distribution of its obligations under this Agreement, including: (i) any supplemental agreement among the fees, disbursements 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 Units; (e) any required review by 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 the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing Units (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 23 of counsel to the Underwriters incurred in connection with an amount that is not greater than $20,000); (f) the review and listing of the Units on the NYSE; (g) the qualification of the offering Units under the securities laws of the Shares by several jurisdictions as provided in Section 4(i) and the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees preparation, printing and disbursements distribution of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all a Blue Sky Memorandum (including related fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating counsel to the Common Stock and all costs and expenses incident to listing 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" 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 employees and officers of the Company Partnership and any such consultants, its affiliates 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 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 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 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 costs, expenses, 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), the Preliminary Prospectus, the Prospectus, any Issuer Free Writing... Prospectus and any amendment or supplement thereto; (b) 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, 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 with the fees, disbursements Underwriters, and any other related documents in connection with the offering, purchase, sale and delivery of the Shares; (d) any required review by FINRA of the terms of sale of the Shares (including related fees and expenses of the Company's counsel and Underwriters, including expenses of counsel, in a total amount that is not greater than $10,000); (e) the Company's accountants in connection with listing of the registration and delivery Shares on the NYSE; (f) the qualification of the Shares 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 5(a)(viii) and the reasonable preparation, printing and documented fees and disbursements distribution of counsel for the Underwriters in connection with such qualification and in connection with the a Blue Sky or Legal Investment memorandum, (iv) all filing Memorandum (including related 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 Underwriters, including expenses of any consultants engaged counsel, in connection with the road show presentations with the prior approval of the Company, travel a total amount that is not greater than $5,000); 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) (g) 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 6 and Contribution" and the last paragraph of in Section 11 below, the Underwriters will 11, each Underwriter shall (i) pay all of their its own costs and expenses, including fees the costs and disbursements expenses of their its counsel, stock any transfer taxes payable on resale the Shares which it may sell and the expenses of advertising any offering of the Shares made by them such Underwriter and (ii) reimburse the Company for up to 50% of the expense of any advertising expenses connected aircraft jointly used in connection with any offers they may make. "road show" presentation. View More
Expenses. Whether or not the transactions contemplated in this Agreement hereby 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) following: (1) 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 connectio...n with the preparation 19 preparation, printing and filing of the Registration Statement, Statement and each amendment thereto (in each case including exhibits) and any costs associated with electronic delivery of the foregoing; (2) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, the Time of Sale Prospectus, any Permitted Free Writing Prospectus and the Prospectus, or any free writing prospectus prepared by amendment or on behalf of, used by, supplement thereto and any costs associated with electronic delivery of any of the foregoing; (3) the printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of any Blue Sky memoranda, this Agreement and the Indenture and all amendments 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 them as may be reasonably requested for use in connection with the offer offering and sale of the Shares under state securities laws and Securities; (4) all expenses in connection with the qualification of the Shares Securities for offer offering and sale under state securities laws as provided in Section 6(g) hereof, or Blue Sky laws, including filing reasonable attorneys' fees and out-of-pocket expenses of the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with therewith; (5) the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable attorneys' fees and disbursements of counsel incident to the Underwriters incurred in connection with the securing any required review and qualification by FINRA of the offering fairness 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 terms of the registration statement on Form 8-A relating to sale of the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) Securities; (6) the cost of issuing and delivering the Securities, including printing certificates representing the Shares, if applicable, (vii) costs; (7) the costs and charges of the Trustee, any other trustee, transfer agent, registrar agent or depositary, (viii) registrar; (8) the costs and expenses cost of the Company relating to investor presentations on any "road show" undertaken all transfer taxes, if any, imposed in connection with the marketing issuance and delivery 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 Securities to the performance of respective Underwriters; and (9) the obligations of transportation, lodging, graphics and other expenses incidental to the Company hereunder Company's preparation for which provision is not otherwise made and participation in this Section. It is understood, however, that except any "roadshow" for the offering contemplated hereby. Except as provided in this Section, Section 9 entitled "Indemnity 7 and Contribution" and the last paragraph of in Section 11 below, 8 hereof, the Underwriters will shall pay all of their costs and own expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. counsel. 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 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 (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, all as provided in this Agreement; (d) the production and distribution of this Agreement, including: (i) and any supplementary agreement among the fees, disbursements 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 Units; (e) any required review by 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 the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing Units (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 an amount that is not greater than $20,000); (f) the review and listing of the Units on the Nasdaq; (g) the qualification of the offering Units under the securities laws of the Shares by several jurisdictions as provided in Section 5(a)(ix) and the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees preparation, printing and disbursements distribution of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all a Blue Sky Memorandum (including related fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating counsel to the Common Stock and all costs and expenses incident to listing 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" or any Testing-the-Waters Communication, 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, and one-half Partnership; provided, however, that the Underwriters will pay for 50% of the cost of any aircraft chartered in connection with the road show (the remaining half show, except for flights on which there is no representative of the cost to be paid by Representatives, in which case, the Underwriters), (ix) the document production charges Partnership will pay for 100% of such cost; 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 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 Units which they may sell, the expenses of advertising any offering of the Shares Units made by them the Underwriters and any advertising the transportation and other expenses connected incurred by the Underwriters on their own behalf in connection with any offers they may make. presentations to prospective purchasers of the Units. 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 the Company 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), each Preliminary Prospectus, if any, the Prospectus, each 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, each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus, the Incorporated Documents, and all amendments or supplements to any of them, as may be reasonably requested for which provision is not otherwise made use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or other taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Section. It is understood, however, that except 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 Securities; (v) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the 26 several states as provided in this Section, Section 9 entitled "Indemnity and Contribution" and 5(g) hereof (including the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees reasonable fees, expenses and disbursements of their counsel, stock transfer taxes payable on resale of any counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the Shares by them preliminary and any advertising supplemental blue sky memoranda and such registration and qualification); (vi) the filing fees and the fees and expenses connected of counsel for the Underwriters in connection with any offers they may make. filings required to be made with the Financial Industry Regulatory Authority, Inc.; (vii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Company's accountants and counsel (including local and special counsel) for the Company; and (ix) the fees and expenses of the Trustee in connection with the offering and sale of the Securities. 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, 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 21 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 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 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 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 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 Stock and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Stock; (b) the pre...paration, 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, 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 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 Stock (including related 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 an amount that is not greater than $30,000); (f) the review and listing of the Stock on The NASDAQ Global Market and/or any other exchange; (g) the qualification of the offering Stock under the securities laws of the Shares by several jurisdictions as provided in Section 5(a)(ix) and the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees preparation, printing and disbursements 20 distribution of counsel for the Underwriters pursuant to subsections (iii) a Blue Sky Memorandum (including related reasonable and (iv) shall not exceed $55,000), (v) all documented fees and expenses of counsel to the Underwriters in connection with an amount that is not greater than $15,000); (h) the preparation preparation, printing and filing distribution of one or more versions of the registration statement on Form 8-A relating to Preliminary Prospectus and the Common Stock Prospectus for distribution in Canada, including in the form of a Canadian "wrapper" (including related reasonable 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 documented fees and expenses of Canadian counsel to the Company relating to Underwriters in an amount that is not greater than $10,000); (i) the 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 (but specifically excluding the travel and lodging expenses of any such consultants, representatives of the Underwriters) and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half with the 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 Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 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 travel and disbursements lodging of their representatives, the costs and expenses of their counsel, stock any transfer taxes payable on resale the Stock which they may sell and the expenses of advertising any offering of the Shares Stock made by them and any advertising expenses connected with any offers they may make. the Underwriters (which shall be limited to a customary "tombstone" advertisement). View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees The Partnership and EPO 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 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 a...nd exhibits thereto; (c) the costs of printing and distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Prospectus and any amendment or supplement to the Prospectus and the Pricing Disclosure Package, all as provided in this Agreement; (d) the costs of producing and distributing this Agreement, including: (i) the fees, disbursements any underwriting and expenses of the Company's counsel selling group documents 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) 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 incident to securing 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 review, if applicable, by the Financial Industry Regulatory Authority (provided that Inc. of the amount payable by terms of sale of the Company with respect to fees and disbursements of counsel for Securities; (f) any applicable listing or other similar fees; (g) the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with of preparing, printing and distributing a Blue Sky Memorandum (including related fees and expenses of counsel to the preparation Underwriters); (h) any fees charged by ratings agencies for rating the Securities; (i) any fees and filing expenses of the registration statement on Form 8-A relating to the Common Stock Trustee and all costs paying agent (including fees and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) counsel to such parties); (j) the costs and expenses of the Company Partnership and EPO relating to 18 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, Partnership, travel and lodging expenses of the representatives and officers of the Company Partnership and EPO and any such consultants, 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 and EPO 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 the last paragraph of in Section 11 below, 12 hereof, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their its counsel, stock any transfer taxes payable on resale the Notes which it 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
