Fees Expenses Contract Clauses (56)

Fees Expenses. a. Commitment Fee. A non-accountable fee (the "Commitment Fee") of Five Thousand and 00/100 Dollars ($5,000.00) on the Signing Closing Date (with respect to the Signing Debenture), shall be withheld from the purchase price of the Signing Debenture to cover the Buyer's accounting fees, legal fees, and other transactional costs incurred in connection with the transactions contemplated by this Agreement. The Commitment Fee shall be paid on the Signing Closing Date if Buyer does not withhold such am...ounts from the purchase price of the Signing Debenture pursuant to Section 12(b). In addition, at the time of Buyer's funding of the Signing Debenture, the Company shall issue to Investments as a commitment fee, a common stock purchase warrant to purchase 50,000 shares of the Company's common stock pursuant to the terms of the Warrant (the "Warrant"). b. Disbursements. In furtherance of the foregoing, the Company hereby authorizes the Buyer to deduct the cash portion of the Commitment Fee from the purchase price of the Signing Debenture and transmit same to the respective payee. View More

Fees Expenses. The Company covenants and agrees with the Representatives that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the issue of the Notes and all other expenses in connection with the preparation and printing of the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters; (ii) the cost of printing or other production of ...all documents relating to the offering, purchase, sale and delivery of the Notes as provided in Section 4(I)(a); (iii) any fees charged by securities rating services for rating the Notes; (iv) the cost of preparing the Notes; (v) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes; (vi) any fees charged by DTC; (vii) all expenses in connection with the qualification of the Notes for offering and sale under state and Canadian securities laws, including the fees and disbursements of Counsel for the Underwriters in connection with such qualification and in connection with Blue Sky and Legal Investment Survey and Canadian offering documents; (viii) any stamp or transfer taxes in connection with the original issuance and sale of the Notes; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 11. It is understood, however, that except as provided in Sections 6 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees, disbursements and expenses of their counsel and any marketing expenses connected with any offers they may make. 17 12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed and confirmed to them, care of (i) Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629, Attention: IBCM-Legal, Facsimile: (212) 325-4296, (ii) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk – 3rd Floor, Facsimile: (212) 834-6081 and (iii) Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, Attention: Investment Banking Division, Facsimile: (212) 507-8999 or, if sent to the Company, will be mailed, delivered or telefaxed and confirmed to it at CSX Corporation, 500 Water Street, 2nd Floor, Jacksonville, Florida 32202, attention: Sean Pelkey, Vice President and Treasurer, telefax number (904) 366-5176. View More

Fees Expenses. (a) As consideration for the services listed on Schedule 1 (the "Services"), the Company shall pay to AST the fees set forth on Schedule 2 (the "Fees"). If the Company requests that AST provide additional services not contemplated hereby, the Company shall pay to AST fees for such services at AST's reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the "Additional Service Fee"; toget...her with the Fees, the "Service Fees"). (b) The Company shall reimburse AST for all reasonable and documented expenses incurred by AST (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the "Expenses"); provided, however, that AST reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from AST. (c) The Company agrees and acknowledges that AST may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus three percent (3%). (d) Upon termination of this Agreement for any reason, AST shall assist the Company with the transfer of records of the Company held by AST. AST shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Share Certificates that are received after the termination of this Agreement (the "Record Transfer Services"). View More

Fees Expenses. a. Commitment Fee. A non-accountable fee (the "Commitment Fee") of $7,500.00 was paid by the Company to the Buyer on or around the Closing Date to cover the Buyer's accounting fees, legal fees, and other transactional costs incurred in connection with the transactions contemplated by this Agreement. Further, the Company shall issue 50,000 shares of Restricted Stock (the "Commitment Shares") on the Closing Date to Investments as a commitment fee in connection with the issuance of the Debenture. F...urther, the Company shall issue the Warrant to Investments on the Closing Date as a commitment fee, and such Warrant shall be earned in full as of the Closing Date. The cash portion of the Commitment Fee shall be paid on the Closing Date if Buyer does not withhold such amounts from the Purchase Price. View More