Expenses Clause Example with 349 Variations from Business Contracts
This page contains Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation... 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.View More
Variations of a "Expenses" Clause from Business Contracts
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees 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, filing and distribution of its obligations under this Agreement, including: (i) the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package and the Pros...pectus (including, without limitation, financial statements) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's accountants and counsel, but not, however, legal fees and expenses of the Underwriters' counsel and the Company's accountants incurred in connection with therewith); (b) the registration preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Shares under the Securities Act Indenture, all Blue Sky memoranda and all other fees or expenses agreements, memoranda, correspondence and other documents printed and delivered in connection with therewith; (c) the preparation 19 issuance 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 delivery by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, Notes 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 therewith; (d) the qualification of the Shares Notes for offer and sale under state the securities laws of the several states and any foreign jurisdictions 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 may designate (including, without limitation, the reasonable fees and disbursements of the Underwriters' counsel relating to such registration or qualification not to exceed $10,000 in the Underwriters incurred aggregate); (e) the preparation of certificates for the Notes (including, without limitation, printing and engraving thereof); (f) the approval of the Notes by DTC for "book-entry" transfer; (g) the rating of the Notes; (h) the obligations of the Trustee, any agent of the Trustee and the counsel for the Trustee in connection with the review Indenture and qualification of the offering of Notes; (i) the Shares by the Financial Industry Regulatory Authority (provided that the amount payable performance by the Company with respect to fees of its other obligations under this Agreement; and disbursements (j) all travel expenses of counsel for each Underwriter and the Underwriters pursuant to subsections (iii) Company's officers and (iv) shall not exceed $55,000), (v) all fees employees and any other expenses of each Underwriter and the Company in connection with the preparation and filing attending or hosting meetings with prospective purchasers 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 Notes 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 any electronic road show (it being understood that a chartered aircraft will not be used for which provision is not otherwise made in this Section. It is understood, however, that except such purpose). Except as provided in this Section, Section 9 entitled "Indemnity 6, Section 8 and Contribution" and the last paragraph of Section 11 below, 11, the Underwriters will shall 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 by them and any advertising expenses connected with any offers they may make. counsel. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees 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 18 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 counsel, stock any transfer taxes payable on resale the Notes which they may sell and the expenses of advertising any offering of the Shares Securities made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the prepara...tion 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all following costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance by it of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the obligations Registration Statement (including financial statements and exhibits thereto), any Preliminary Prospectus and the Final Prospectus (including filing fees), each Issuer Free Writing Prospectus, each amendment or supplement to any of them and this Agreement; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, any Preliminary Prospectus, the Final Prospectus, the documents incorporated by reference in the Registration Statement, each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, in each case as may be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing (or reproduction), authentication, issuance and delivery of the Preferred Stock and the Securities, including any stamp taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement and all other agreements, documents and certificates (including certificates representing the Preferred Stock) printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act; (vi) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 5(g) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing (or reproduction), and delivery of the preliminary and supplemental Blue Sky Memoranda and such registration and qualification); (vii) the filing fees and the reasonable fees and expenses of counsel for the Underwriters (up to a maximum amount of counsel fees of $5,000) in connection with any filings required to be made with FINRA; (viii) the fees and expenses associated with obtaining ratings for the Securities from nationally recognized statistical rating organizations; (ix) the transportation and other expenses incurred by or on behalf of representatives of the Company hereunder for which provision is not otherwise made (other than the Underwriters and their representatives) in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity connection with presentations to prospective purchasers of the Securities; (x) the fees and Contribution" expenses of the Company's accountants 13 and the last paragraph fees and expenses of Section 11 below, counsel (including local and special counsel) for the Underwriters will pay Company; (xi) the fees and expenses of the Depositary in connection with the deposit of the Preferred Stock and the offering of the Securities; and (xii) all of their other costs and expenses, including fees and disbursements expenses incident to the performance by the Company of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. its obligations hereunder. View More
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 reasonable expenses, costs, fees and taxes incident to and in connection with (a) the performance authorization, 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 pr...eparation, 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) any supplemental agreement among Underwriters, and any other related documents in connection with the fees, disbursements offering, purchase, sale and delivery of the Stock; (e) the delivery and distribution of the Custody Agreements and the Powers of Attorney and the fees and expenses of the Company's counsel and Custodian (and any other attorney-in-fact) (f) any required review by the Company's accountants in connection with the registration and delivery FINRA of the Shares under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing terms of sale of the Registration Statement, any preliminary prospectus, the Time Stock (including related fees and expenses 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 counsel to the Underwriters and dealers, in an amount that is not greater than $30,000); (g) the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery listing of the Shares to Stock on the Underwriters, including Nasdaq Global Select Market and/or any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with exchange; (h) the qualification of the Shares for offer and sale Stock under state the securities laws of the several jurisdictions as provided in Section 6(g) hereof, including filing fees 6(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including 20 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 Underwriters, provided that in connection with no event shall such fees exceed $5,000); (h) 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 a Canadian "wrapper" (including related reasonable and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all documented 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); (i) the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" or any Testing-the-Waters Communication, undertaken in connection with the marketing of the offering of the Shares, Stock, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half 50% of the cost of any aircraft chartered and jointly used by the Company and the Underwriters in connection with the road show (the remaining half show, except for (I) flights on which there is no representative of the Representatives, in which case the Company will pay for 100% of such cost to be paid by and (II) flights on which there is no representative of the Underwriters), (ix) Company, in which case the document production charges Representatives will pay for 100% of such cost; 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 and the Selling Stockholders, including the expenses of one firm of counsel (plus one firm of local counsel in each relevant jurisdiction) to the Selling Stockholders, under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 8 and Contribution" and the last paragraph of in Section 11 below, 13, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock counsel and the expenses of advertising any offering of the Stock made by the Underwriters, and each Selling Stockholder shall pay its portion of any transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they Stock which such Selling Stockholder may make. sell. 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 reasonable expenses, costs, fees and taxes incident to and in connection with (a) the performance authorization, sale and delivery of its obligations the Stock and any 20 stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Stock; (b) the... preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto, all as provided in this Agreement; (d) the production and distribution of this Agreement, including: (i) any supplemental agreement among Underwriters, and any other related documents in connection with the fees, disbursements offering, purchase, sale and delivery of the Stock; (e) the delivery and distribution of the Custody Agreements and the Powers of Attorney and the fees and expenses of the Company's counsel and Custodian (and any other attorney-in-fact) (f) any required review by the Company's accountants in connection with the registration and delivery FINRA of the Shares under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing terms of sale of the Registration Statement, any preliminary prospectus, the Time Stock (including related fees and expenses 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 counsel to the Underwriters and dealers, in an amount that is not greater than $30,000); (g) the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery listing of the Shares to Stock on the Underwriters, including Nasdaq Global Select Market and/or any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with exchange; (h) the qualification of the Shares for offer and sale Stock under state the securities laws of the several jurisdictions as provided in Section 6(g) hereof, including filing fees 6(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (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 Underwriters, provided that in connection with no event shall such fees exceed $5,000); (i) 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 a Canadian "wrapper" (including related reasonable and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all documented 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); (j) the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" or any Testing-the-Waters Communication, undertaken in connection with the marketing of the offering of the Shares, Stock, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half 50% of the cost of any aircraft chartered and jointly used by the Company and the Underwriters in connection with the road show (the remaining half show, except for (I) flights on which there is no representative of the Representatives, in which case the Company will pay for 100% of such cost to be paid by and (II) flights on which there is no representative of the Underwriters), (ix) Company, in which case the document production charges Representatives will pay for 100% of such cost; 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 and the Selling Stockholders, including the expenses of one firm of counsel (plus one firm of local counsel in each relevant jurisdiction) to the Selling Stockholders, under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 8 and Contribution" and the last paragraph of in Section 11 below, 13, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock counsel and the expenses of advertising any offering of the Stock made by the Underwriters, and each Selling Stockholder shall pay its portion of any transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they Stock which such Selling Stockholder may make. sell. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the prepara...tion 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all following costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance by it of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the obligations Registration Statement (including financial statements and exhibits thereto), any Preliminary Prospectus and the Final Prospectus (including filing fees), each Issuer Free Writing Prospectus, each amendment or supplement to any of them and this Agreement; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, any Preliminary Prospectus, the Final Prospectus, the documents incorporated by reference in the Registration Statement, each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, in each case as may be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing (or reproduction), authentication, issuance and delivery of the Preferred Stock and the Securities, including any stamp taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement and all other agreements, documents and certificates (including certificates representing the Preferred Stock) printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act; (vi) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 5(g) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing (or reproduction), and delivery of the preliminary and supplemental Blue Sky Memoranda and such registration and qualification); (vii) the filing fees and the reasonable fees and expenses of counsel for the Underwriters (up to a maximum amount of counsel fees of $5,000) in connection with any filings required to be made with FINRA; (viii) the fees and expenses associated with obtaining ratings for the Securities from nationally recognized statistical rating organizations; (ix) the 13 transportation and other expenses incurred by or on behalf of representatives of the Company hereunder for which provision is not otherwise made (other than the Underwriters and their representatives) in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity connection with presentations to prospective purchasers of the Securities; (x) the fees and Contribution" expenses of the Company's accountants and the last paragraph fees and expenses of Section 11 below, counsel (including local and special counsel) for the Underwriters will pay Company; (xi) the fees and expenses of the Depositary in connection with the deposit of the Preferred Stock and the offering of the Securities; and (xii) all of their other costs and expenses, including fees and disbursements expenses incident to the performance by the Company of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. its obligations hereunder. View More
Expenses. Whether Each of the Partnership Parties 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 Securities and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates f...or the Securities; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (c) the distribution (including any form of electronic distribution) of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (d) the production and distribution of this Agreement, including: (i) any supplemental agreement among Underwriters, the fees, disbursements Indenture and any other related documents in connection with the offering, purchase, sale and delivery of the Securities; (e) any required review by FINRA of the terms of sale of the Securities (including related fees and expenses of counsel to the Underwriters in an amount that is not greater than $20,000); (f) the fees and expenses of the Company's counsel and Trustee, including 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 Trustee in connection with the Indenture and the Securities; (g) any fees payable in connection with the rating of the Securities with the ratings agencies; (h) the DTC; (i) the qualification of the Securities under the securities laws of the several jurisdictions as provided in Section 6(a)(ix) and the preparation, printing and distribution of a Blue Sky or Legal Investment memorandum, (iv) all filing Memorandum (including related fees and the reasonable fees and disbursements expenses of counsel to the Underwriters incurred in connection with Underwriters); (j) the review preparation, printing and qualification distribution of one or more versions of the offering Preliminary Prospectus and the Prospectus for distribution in Canada, often 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); (k) the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, Securities, including, without limitation, reasonably incurred 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 Issuers; 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) (l) all other reasonably incurred 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 8 and Contribution" and the last paragraph of in Section 11 below, 13, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the 27 Securities which they may sell and the expenses of advertising any offering of the Shares Securities made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid the following costs and expenses and all other costs and expenses incident to the performance by the Company of its obligations under this Agreement, including: hereunder: (i) the fees, disbursements preparation, printing or reproduction, and expenses filing with the Commission of the Company's counsel registration statement (including ...financial statements and exhibits thereto), each Preliminary Prospectus, if any, the Company's accountants 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 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 use in connection with the registration offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares under the Securities Act and all Shares, including any stamp or other fees or expenses taxes in connection with the preparation 19 original issuance and filing sale of the Registration Statement, any preliminary prospectus, Shares; (iv) 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 (or reproduction) and delivery of this Agreement, the Shares to the Underwriters, including any transfer preliminary and supplemental blue sky memoranda and all other agreements or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum documents printed (or reproduced) and delivered in connection with the offer and sale offering of the Shares under state securities laws and all expenses in connection with Shares; (v) the registration or qualification of the Shares for offer and sale under state the securities or blue sky laws of the several states as provided in Section 6(g) hereof, including 5(g) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental blue sky memoranda and such registration and qualification); (vi) the filing fees and the reasonable and documented fees and disbursements expenses of counsel for the Underwriters in connection with such qualification and in connection any filings required to be made 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 Authority, Inc.; (vii) the amount payable transportation and other expenses incurred by the or on behalf of 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 representatives in connection with the preparation and filing presentations to prospective purchasers 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, Shares; (viii) the costs fees and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with Company's accountants and counsel (including local and special counsel) for 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. Company. 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, and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (d) the production and distribution of this Agreement, including: (i) the fees, disbursements any supplemental agreement among Underwriters, and expenses of the Company's counsel and the Company's accountants any other related documents in connection with the registration offering, purchase, sale and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing 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 New York Stock Exchange; (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 of counsel to the preparation Underwriters); (h) the 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 and all costs and expenses incident to listing Prospectus for distribution in Canada, including in the Shares on the NYSE, (vi) the cost form of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs a Canadian "wrapper" (including related fees and expenses of Canadian counsel to the Company relating Underwriters), to the extent applicable; (i) the 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, Partnership and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of show, to the cost to be paid by the Underwriters), (ix) the document production charges extent applicable; and expenses associated with printing this Agreement and (x) (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in Partnership under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 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 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 17 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 Base Indenture Trustee, 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 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 counsel, stock any transfer taxes payable on resale the Notes which they may sell and the expenses of advertising any offering of the Shares Securities made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
