Expenses Clause Example with 349 Variations from Business Contracts
This page contains Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation... 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.View More
Variations of a "Expenses" Clause from Business Contracts
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees 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 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 18 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
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; (2) 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; (3) 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; (4) 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; (5) the cost of issuing and delivering the 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 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 (8) 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 counsel. 27 8. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Transaction Entities or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Transaction Entities or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If this Agreement is terminated pursuant to Section 6 or if for any reason the purchase of the Shares Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 3 and Section 7 and the respective obligations of the Transaction Entities and the Underwriters pursuant to Section 5 shall remain in effect, and if any Securities have been purchased hereunder the representations and warranties in Section 1 and all obligations under Section 3 shall also remain in effect. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 6 or the occurrence of any event specified in Sections 4(D)(2), 4(D)(3), 4(D)(5), 4(D)(6), or 4(D)(7), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them and any advertising expenses connected in connection with any offers they may make. the offering of the Securities. 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 23 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 The Company and each of the transactions contemplated in this Agreement are consummated or this Agreement is terminated, Selling Shareholders covenant and agree with one another and with the several Underwriters that: (a) The Company agrees to 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 counsel and the Company's accountants in connectio...n with the registration and delivery of the Shares 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 Basic Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Preliminary Prospectus, any 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 and dealers, in the quantities hereinabove specified, dealers; (ii) all costs and expenses related subject to the transfer Akin Fee Cap (as defined below), the reasonable and delivery documented legal expenses of Akin Gump Strauss Hauer & Feld LLP, counsel for the Selling Shareholders in connection with the registration of the Shares to under the Underwriters, including any transfer or other taxes payable thereon, Act; (iii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky or Legal Investment memorandum Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Shares under state securities laws and or ADSs; (iv) all expenses in connection with the qualification of the Shares or ADSs for offer offering and sale under state securities the laws of the jurisdictions as provided in Section 6(g) 6(d) 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) survey; (v) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred expenses in connection with listing the review ADSs on the NASDAQ Global Select Market; (vi) the filing fees incident to, 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 with, any required review by the preparation and filing 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, (vi) and ADSs; (vii) the cost of printing certificates representing preparing share certificates; (viii) the Shares, if applicable, (vii) the costs cost and charges of any transfer agent, registrar agent or depositary, (viii) the costs registrar; (ix) any transportation and other expenses incurred by or on behalf of the Company relating to investor presentations on any "road show" undertaken representatives in connection with the marketing presentations to prospective purchasers 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 ADSs; and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section; provided, however, that (A) the amount of fees and disbursements of counsel for the Underwriters payable pursuant to subsections (iv) and (vi) of this Section 9 shall not exceed $30,000 in the aggregate and (B) the amount of legal expenses of Akin Gump Strauss Hauer & Feld LLP, counsel for the Selling Shareholders payable pursuant to subsection (ii) of this Section 9 shall not exceed $50,000 in the aggregate (the "Akin Fee Cap"). 31 (b) Each Selling Shareholder will pay or cause to be paid all costs and expenses incident to the performance of such Selling Shareholder's obligations hereunder which are not otherwise specifically provided for in this Section, including (i) any fees and expenses of counsel for such Selling Shareholder not payable by the Company in accordance with Section 9(a)(ii), and (ii) all expenses and taxes incident to the sale and delivery of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except Shares and ADSs to be sold by such Selling Shareholder to the Underwriters hereunder. (c) Except as provided in this Section, Section 9 entitled "Indemnity 9, and Contribution" Sections ‎11 and the last paragraph of Section 11 below, ‎14 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 resale of any of the Shares and ADSs by them them, and any advertising expenses connected with any offers they may make. View More
Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to Issuers and the Guarantors will pay or cause to be paid all expenses incident to the performance of its their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel Issuers' and the Company's Guarantors' counsel, independent accountants and reserve engineers in connection with the registration issuance an...d delivery sale of the Shares under the Securities Act Notes and all other fees or expenses in connection with the preparation 19 and filing of the Registration Statement, any preliminary prospectus, Preliminary Memorandum, the Time of Sale Prospectus, Offering Memorandum and the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company Final Memorandum and all amendments and supplements to any of the foregoing, thereto, including all printing costs associated therewith, and the mailing and delivering delivery of copies thereof to requested by the Underwriters and dealers, Initial Purchasers, in the quantities hereinabove herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Shares Notes to the Underwriters, Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment legal investment memorandum in connection with the offer and sale of the Shares Notes under state securities laws and all expenses in connection with the qualification of the Shares Notes for offer and sale under state securities laws as provided in Section 6(g) 4(d) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel Counsel for the Underwriters Initial Purchasers in connection with such qualification and in connection with the Blue Sky or Legal Investment legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Notes, (v) all filing fees document production charges and the reasonable fees and disbursements expenses 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 Initial Purchasers (but not including their fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses professional services) 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, this Agreement, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Notes, (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) all costs and expenses of the Company Issuers relating to investor presentations on presentations, including any "road show" presentations undertaken in connection with the marketing of the offering of the Shares, Notes, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, out-of-pocket expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, presentations, travel and lodging expenses of the representatives and officers of the Company Issuers and any such consultants, the Guarantors, 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 show, and (x) all other costs and expenses incident to the performance of the obligations of the Company Issuers and the 27 Guarantors hereunder for which provision is not otherwise made in this Section. It is understood, however, that except Except as provided in this Section, Section 9 entitled "Indemnity 5 and Contribution" and Section 7 hereof, the last paragraph of Section 11 below, the Underwriters will Initial Purchasers shall pay all of their costs and own expenses, including the fees and disbursements of their counsel, stock transfer taxes payable counsel. (b) If the sale of the Notes provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on resale the part of the Issuers to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Shares Initial Purchasers, the Issuers will reimburse the Initial Purchasers upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by them in connection with the proposed purchase and any advertising expenses connected with any offers they may make. sale of the Notes. View More
Expenses. Whether or not the transactions contemplated in this Agreement 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 counsel. 29 8. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Transaction Entities or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Transaction Entities or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If this Agreement is terminated pursuant to Section 6 or if for any reason the purchase of the Shares Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 3 and Section 7 and the respective obligations of the Transaction Entities and the Underwriters pursuant to Section 5 shall remain in effect, and if any Securities have been purchased hereunder the representations and warranties in Section 1 and all obligations under Section 3 shall also remain in effect. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 6 or the occurrence of any event specified in Sections 4(D)(2), 4(D)(3), 4(D)(5), 4(D)(6), or 4(D)(7), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them and any advertising expenses connected in connection with any offers they may make. the offering of the Securities. 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 counsel. 26 8. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Transaction Entities or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Transaction Entities or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If this Agreement is terminated pursuant to Section 6 or if for any reason the purchase of the Shares Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 3 and Section 7 and the respective obligations of the Transaction Entities and the Underwriters pursuant to Section 5 shall remain in effect, and if any Securities have been purchased hereunder the representations and warranties in Section 1 and all obligations under Section 3 shall also remain in effect. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 6 or the occurrence of any event specified in Sections 4(D)(2), 4(D)(3), 4(D)(5), 4(D)(6), or 4(D)(7), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them and any advertising expenses connected in connection with any offers they may make. the offering of the Securities. 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 counsel. 28 8. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Transaction Entities or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Transaction Entities or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If this Agreement is terminated pursuant to Section 6 or if for any reason the purchase of the Shares Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 3 and Section 7 and the respective obligations of the Transaction Entities and the Underwriters pursuant to Section 5 shall remain in effect, and if any Securities have been purchased hereunder the representations and warranties in Section 1 and all obligations under Section 3 shall also remain in effect. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 6 or the occurrence of any event specified in Sections 4(D)(2), 4(D)(3), 4(D)(5), 4(D)(6), or 4(D)(7), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them and any advertising expenses connected in connection with any offers they may make. the offering of the Securities. 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 similar taxes payable in that connection and the 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), 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 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
