Payment of Expenses Clause Example with 1,950 Variations from Business Contracts
This page contains Payment of 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.
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities A...ct of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.View More
Variations of a "Payment of Expenses" Clause from Business Contracts
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement herein are consummated or this Agreement is terminated, the Company will Issuer and the Guarantors covenant and agree to pay or will cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to... the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the reasonable, documented, out-of-pocket fees and expenses of the Company's counsel Notes Purchaser, including it legal counsel. 8. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and independent accountants; (v) be binding upon the fees parties hereto and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate their respective successors and the preparation, printing officers and distribution of a Blue Sky Memorandum (including directors and any controlling persons referred to herein and, to the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as extent provided in Section 7 or this 3, Section 11, 4 and Section 5 hereof, the Underwriters shall pay their own costs Placement Agent and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) its affiliates. Nothing in this Agreement is terminated intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Notes Purchaser shall be deemed to be a successor merely by reason of such purchase.9. Survival. The respective representations, warranties and agreements of the Issuer, the Guarantors and the Notes Purchaser contained in this Agreement or made by or on behalf of the Issuer, the Guarantors or the Notes Purchaser pursuant to Section 9, (ii) this Agreement or any certificate delivered pursuant hereto shall survive the Company delivery of and payment for any reason fails to tender the Securities for delivery to and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Underwriters Issuer, the Guarantors or (iii) the Underwriters decline to purchase Notes Purchaser.14 10. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities for Act; (b) the term "business day" means any reason day other than a day on which banks are permitted or required to be closed in New York City; (c) the term "subsidiary" has the meaning set forth in Rule 405 under this Agreement, the Company agrees to reimburse Securities Act; (d) the Underwriters for all out-of-pocket costs term "Exchange Act" means the Securities Exchange Act of 1934, as amended and expenses (including (e) the fees and expenses term "significant subsidiary" has the meaning set forth in Rule 1-02 of their counsel) reasonably incurred by Regulation S-X under the Underwriters in connection with this Agreement and the offering contemplated hereby. Exchange Act. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement, the Forward Sale Agreement or any Additional Forward Sale Agreement are consummated or this Agreement, the Forward Sale Agreement or any Additional Forward Sale Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, the Forward Sale Agreement and any Additional Forward Sale Agreement, including without limitation, (i...) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representatives, the Forward Purchaser or the Forward Seller may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriters, the Forward Purchaser and the Forward Seller); (vi) any fees charged by the rating agencies for rating the Securities; cost of preparing stock certificates; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and FINRA; (ix) all expenses incurred by the Company in connection with any 30 "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, and (x) all expenses and application fees related to the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements listing of their counsel any Company Shares and any advertising expenses (other than with respect shares issuable pursuant to the Forward Sale Agreement or any road show presentation) connected with any offers they make. Additional Forward Sale Agreement on the Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, 10, (ii) the Company for any reason fails to tender the Securities Company Shares, if any, for delivery to the Underwriters or fails to deliver any shares issuable pursuant to the Forward Sale Agreement or any Additional Forward Sale Agreement or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriters, the Forward Purchaser and the Forward Seller for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriters, the Forward Purchaser and the Forward Seller in connection with this Agreement the Transaction Documents and the offering transactions contemplated hereby. thereby. View More
Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Operating Partnership agree to pay the Company will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, under this Agreement, any Terms Agreement and the Master Forward Confirmation, whether or not the transactions contemplated hereby are consummated, including without limitation, limitation: (i) the costs i...ncident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing or reproduction and filing under with the Securities Act Commission of the Registration Statement (including financial statements and exhibits thereto), the Prospectus and 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, the Preliminary Prospectus, any and each Issuer Free Writing Prospectus, and all amendments or supplements to any Time of Sale Information them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v) the registration of the Shares under the Exchange Act and the Prospectus listing of the Shares on NYSE; (vi) any registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several states (including all exhibits, amendments and supplements thereto) filing fees and the distribution thereof; (iii) reasonable fees and expenses of counsel for the costs Agent, the Forward Seller, the Forward Purchaser and the Alternative Sales Agents relating to such registration and qualification and any memorandum prepared by such counsel with respect thereto, up to an aggregate of reproducing $10,000); (vii) any filings required to be made with FINRA (including filing fees and distributing each the reasonable fees and expenses of counsel for the Transaction Documents; (iv) Agent, the Forward Seller, the Forward Purchaser and the Alternative Sales Agents (up to an aggregate of $10,000 relating to such filings); (viii) the fees and expenses of the Company's counsel accountants and independent accountants; (v) the fees and expenses incurred in connection with of counsel (including local and special counsel) for the registration Company; (ix) the fees and expenses of any transfer agent or qualification register for the Shares and determination (x) all other costs and expenses incident to the performance by the Company of eligibility for investment its obligations hereunder. (b) If an aggregate number of the Securities shares having at least an aggregate offering price of $40,000,000 have not been offered and sold under the laws of such jurisdictions as Distribution Agreements by a Determination Date, the Representatives may designate Company shall reimburse the Agent, the Forward Seller, the Forward Purchaser and the preparation, printing and distribution Alternative Sales Agents for all of a Blue Sky Memorandum (including their reasonable documented out-of-pocket expenses, including the related fees reasonable fees, disbursements and expenses of counsel for the Underwriters); (vi) any fees charged by Agent, the rating agencies for rating Forward Seller, the Securities; (vii) the fees and expenses of the Trustee Forward Purchaser and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Alternative Sales Agents, in connection with this Agreement and the Registration Statement and ongoing services in connection with the transactions contemplated hereunder of the Agent, the Forward Seller and the Forward Purchaser, incurred by them since the most recent Determination Date, or in the case of the first Determination Date, the date of this Agreement, in connection with the offering contemplated hereby. by the Distribution Agreements 33 (collectively, the "Expenses"); provided, however, that the Company shall not be required to reimburse the Agent, the Forward Seller and the Forward Purchaser or any Alternative Sales Agents pursuant to this Section 5(b) for their Expenses in excess of $200,000 in the aggregate. The Expenses shall be due and payable by the Company to the Agent, the Forward Seller, the Forward Purchaser and each Alternative Sales Agent within sixty (60) days of the applicable Determination Date. The Agent, the Forward Seller, the Forward Purchaser and the Alternative Sales Agents shall be solely responsible for allocating any fees received pursuant to this Section 5(b) among themselves. Except as expressly set forth in Section 5(a) or this Section 5(b), the Company shall not be responsible for any out-of-pocket or other expenses of the Agent, the Forward Seller and the Forward Purchaser in connection with the transactions contemplated by this Agreement. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement, the Forward Sale Agreement or any Additional Forward Sale Agreement are 35 consummated or this Agreement, the Forward Sale Agreement or any Additional Forward Sale Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including under this Agreement, the Forward Sale Agreement and any Additional Forward Sale Agreement, including, without ...limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of this Agreement, the Transaction Documents; Forward Sale Agreement and any Additional Forward Sale Agreement and any documents related hereto and thereto; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum "Blue Sky" memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; cost of preparing stock certificates; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); transfer agent and any registrar; (viii) all expenses and application fees fees, if any, incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and FINRA; (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, and (x) all expenses and application fees related to the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements listing of their counsel any Company Shares and any advertising expenses (other than with respect shares issuable pursuant to the Forward Sale Agreement or any road show presentation) connected with any offers they make. Additional Forward Sale Agreement on the New York Stock Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, 13, (ii) the Company for any reason fails to tender the Securities Company Shares, if any, for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities such Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriters, the Forward Purchaser and the Forward Seller for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriters, the Forward Purchaser and the Forward Seller in connection with this Agreement, the Forward Sale Agreement and any Additional Forward Sale Agreement and the offering transactions contemplated hereby. hereby and thereby. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement, the Forward Sale Agreements or any Additional Forward Sale Agreement are consummated or this Agreement, the Forward Sale Agreements or any Additional Forward Sale Agreement is are terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, the Forward Sale Agreements and any Additional Forward Sale Agreement, including without limitat...ion, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information the Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representatives, the Forward Purchasers or the Forward Sellers may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); Underwriters, the Forward Purchasers and the Forward Sellers); (vi) any fees charged by the rating agencies for rating the Securities; cost of preparing stock certificates; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); transfer agent and any 16 registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including reasonable fees and expenses of counsel to the Financial Industry Regulatory Authority; and Underwriters); (ix) all expenses incurred by the Company or the Underwriters in connection with any "road show" presentation to potential investors; provided, however, that and (x) all expenses and application fees related to the listing of any Company Shares and any shares issuable pursuant to the Forward Sale Agreements or any Additional Forward Sale Agreement on the New York Stock Exchange. Notwithstanding the foregoing, it is understood and agreed that, except as expressly provided in Section 7 or this Section 11, Sections 6 and 10(b), the Underwriters shall will pay all of their own costs and expenses, including including, without limitation the limitation, fees and disbursements of their counsel and any advertising expenses (other than with respect to for blue sky and FINRA matters provided above in this Section 10(a)), and transfer taxes on the resale by them of any road show presentation) connected with any offers they make. of the Shares. (b) If (i) this Agreement is terminated pursuant to Section 9, 8, (ii) the Company for any reason fails to tender the Securities Company Shares, if any, for delivery to the Underwriters or fails to deliver any shares issuable pursuant to the Forward Sale Agreements or any Additional Forward Sale Agreement or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers in connection with this Agreement the Transaction Documents and the offering transactions contemplated hereby. thereby, and the Company shall not in any event be liable to any of the Underwriters, the Forward Purchasers or the Forward Sellers for any other amount, including, without limitation, damages on account of loss of anticipated profits from the sale of the Shares. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will The Partnership agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and fil...ing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the costs, fees and expenses incurred in connection with the registration performance of its obligations under this Agreement, whether or qualification not the transactions contemplated hereby are consummated, including without limitation (i) all expenses incident to the issuance and determination of eligibility for investment delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, Shares (including all printing and distribution engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of a Blue Sky Memorandum (including the related Shares to the Managers, (iii) all fees and expenses of the Partnership's counsel, independent public or certified public accountants and other advisors to the Partnership, and the reasonable fees and expenses of the Manager's counsel (which shall be one outside counsel for the Underwriters); (vi) any fees charged all Managers unless otherwise agreed by the rating agencies Partnership) (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Prospectus, and all amendments and 26 supplements thereto, and this Agreement, (v) all filing fees, attorneys' fees and expenses incurred by the Partnership or the Managers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for rating offer and sale under the Securities; state securities or blue sky laws, and, if requested by the Managers, preparing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the Managers of such qualifications, registrations and exemptions, (vi) the filing fees incident to the review and approval by FINRA of the terms of the sale of the Shares, (vii) the fees and expenses associated with listing of the Trustee and Shares on the paying agent (including related NASDAQ, (viii) all fees and expenses of any counsel the registrar and transfer agent of the Class A shares, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Partnership in connection with approval of the Shares by DTC for "book-entry" transfer, (x) all other fees, costs and expenses referred to such parties); (viii) in Item 14 of Part II of the Registration Statement and (xi) all other fees, costs and expenses and application fees incurred in connection with any filing with, and clearance the performance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company its obligations hereunder for which provision is not otherwise made in connection with any "road show" presentation to potential investors; provided, however, that except this Section 5. Except as provided in this Section 5 and in Section 7 or this Section 11, hereof, the Underwriters Managers shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. expenses. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will shall, upon demand, pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, including without limitation, (i) the costs incident expenses relating to the authorization, issuance, sale, preparation preparation, printing, filing and delivery distribution of the Securities Statutory Prospectus,... the Final Prospectus, the Registration Statement and each Permitted Free Writing Prospectus and any taxes payable in that connection; amendments thereof or supplements thereto, (ii) the costs incident expenses relating to the preparation, printing and filing under distribution of this Agreement, the Securities Act Class B Certificates, the Class B Equipment Notes, the Operative Documents, the Underwriter's Questionnaire or related matters, the Blue Sky Survey and any Legal Investment Survey by the Underwriter's counsel, (iii) expenses relating to the issuance and delivery of the Registration Statement, Class B Certificates to the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Underwriter, (iv) the fees and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each disbursements of the Transaction Documents; (iv) Company's counsel and accountants, (v) expenses of qualifying the Class B Certificates under state securities laws in accordance with Section 3(f) 17 hereof, including filing fees and fees and disbursements of counsel for the Underwriter in connection therewith and in connection with the Blue Sky Survey and any Legal Investment Survey, (vi) the fees and expenses of the Company's counsel Trustee, the Subordination Agent and independent accountants; (v) the Loan Trustee, and the fees and disbursements of their respective counsel, (vii) any fees charged by rating agencies for rating the Class B Certificates, (viii) all costs and expenses incurred in connection with related to review by the registration or qualification and determination of eligibility for investment Financial Industry Regulatory Authority, Inc. of the Securities under the laws of such jurisdictions as the Representatives may designate Class B Certificates (including filing fees and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) Underwriter relating to review), (ix) any fees charged by costs and expenses of the rating agencies for rating Company relating to investor presentations on any "road show" undertaken in connection with the Securities; (vii) marketing of the Class B Certificates, (x) certain reasonable fees and expenses of counsel for the Trustee Underwriter, and (xi) the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees expenses, if any, incurred in connection with any filing with, and clearance the listing of the offering by, the Financial Industry Regulatory Authority; and (ix) Class B Certificates on any securities exchange. The Company will also cause to be paid all expenses incurred incident to the performance of its obligations under the Class B Equipment Notes and the Operative Documents and each of the other agreements and instruments referred to therein. If this Agreement is terminated by you in accordance with the provisions of Section 4 or Section 8(i) hereof, the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, shall, upon demand, reimburse the Underwriters shall pay their own costs and Underwriter for all of its out-of-pocket expenses, including without limitation the reasonable fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) for the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably Underwriter, incurred by the Underwriters it in connection with this Agreement and the offering contemplated hereby. by this Agreement. View More
Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Guarantors agree to pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, under this Agreement, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including without limitation, expenses, fees and taxes in connection with (i) the costs incide...nt preparation, printing and delivery to the authorization, issuance, Initial Purchasers of the Disclosure Package or any Offering Circular (including financial statements and any schedules or exhibits) and of each amendment or supplement thereto or of any Supplemental Offering Document, (ii) the preparation, issuance and delivery of the certificates for the Securities to the Initial Purchasers and the certificates for the Common Stock, if any, issuable upon exchange thereof, including any transfer taxes, any stamp or 20 other duties payable upon the sale, preparation issuance and delivery of the Securities to the Initial Purchasers and any taxes payable charges of DTC in that connection; (ii) the costs incident to connection therewith, (iii) the preparation, printing and filing under delivery to the Initial Purchasers of this Agreement, the Indenture, the Securities, the Registration Rights Agreement and such other documents as may be required in connection with the offer, purchase, sale, issuance or delivery of the Securities, (iv) the qualification of the Securities Act of for offering and sale under state laws that the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Company and the Prospectus (including all exhibits, amendments and supplements thereto) Representative have mutually agreed are appropriate and the distribution thereof; (iii) determination of their eligibility for investment under state law as aforesaid, including the costs legal fees and filing fees and other disbursements of reproducing counsel for the Initial Purchasers relating thereto, and distributing each the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Transaction Documents; (iv) Initial Purchasers, (v) any fees of FINRA in connection with the Securities, (vi) the fees and expenses of the Company's any outside counsel and independent accountants; (v) accountants for the Company, any trustee, paying agent, transfer agent or registrar, as applicable, for the Securities and/or the shares of Common Stock issuable upon exchange of the Securities and miscellaneous expenses of the Company referred to in any Offering Circular, (vii) the fees and expenses incurred in connection with the registration or qualification and determination listing of eligibility for investment the shares of Common Stock issuable upon exchange of the Securities under on the laws NYSE, (viii) the Company's costs and expenses for preparation of such jurisdictions as the Representatives may designate road show materials and (ix) the performance of the Company's and the preparation, printing Guarantors' other obligations hereunder. The travel and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and accommodation expenses of the Trustee Initial Purchasers and their counsel shall not be borne by or reimbursed by the Company. The Company and the paying agent (including related fees and expenses of any counsel Guarantors agree to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of reimburse the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation Initial Purchasers for the fees and disbursements of their Hunton & Williams LLP, counsel for the Initial Purchasers, solely in connection with such firm delivering to the Initial Purchasers as of each Closing Date such firm's opinion of counsel as to certain federal income tax matters and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. certain matters under the Investment Company Act, as set forth in Exhibits C and D hereto. (b) If (i) this Agreement is shall be terminated pursuant to Section 9, (ii) by the Representative because of any failure or refusal on the part of the Company or the Guarantors to comply, in all material respects, with the terms or to fulfill, in all material respects, any of the conditions of this Agreement, or if for any reason fails the Company or the Guarantors shall be unable to tender the Securities for delivery to the Underwriters perform its or (iii) the Underwriters decline to purchase the Securities for any reason permitted their obligations under this Agreement, the Company agrees to and the Guarantors, jointly and severally, will reimburse the Underwriters Initial Purchasers for all actual out-of-pocket costs expenses (such as printing, facsimile, courier service, direct computer expenses, accommodations, travel and expenses (including the reasonable fees and expenses disbursements of their counsel) Initial Purchasers' counsel and any other advisors, accountants, appraisers, etc.) reasonably incurred by the Underwriters such Initial Purchasers in connection with this Agreement and or the offering transactions contemplated hereby. herein. 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Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Operating Partnership agree to pay the Company will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation, limitation: (i) the costs incident to the authorization, issuance, sale, preparation... and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing or reproduction and filing under with the Securities Act Commission of the Registration Statement (including financial statements and exhibits thereto), the Prospectus and 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, the Preliminary Prospectus, any and each Issuer Free Writing Prospectus, and all amendments or supplements to any Time of Sale Information them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and 23 delivered in connection with the offering of the Shares; (v) the registration of the Shares under the Exchange Act and the Prospectus listing of the Shares on NYSE; (vi) any registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several states (including all exhibits, amendments and supplements thereto) filing fees and the distribution thereof; (iii) reasonable fees and expenses of counsel for the costs Manager and the Alternative Managers relating to such registration and qualification, up to an aggregate $10,000); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. ("FINRA") (including filing fees and the reasonable fees and expenses of reproducing counsel for the Manager and distributing each the Alternative Managers (up to an aggregate $10,000) relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Transaction Documents; (iv) Shares (except that the cost of any aircraft chartered for use in such presentations shall be split evenly between the Company, on the one hand, and the Manager, on the other hand); (ix) the fees and expenses of the Company's counsel accountants and independent accountants; (v) the fees and expenses incurred in connection with of counsel (including local and special counsel) for the registration Company; (x) the fees and expenses of any transfer agent or qualification register for the Shares and determination (xi) all other costs and expenses incident to the performance by the Company of eligibility for investment its obligations hereunder; (b) If an aggregate number of shares having at least an aggregate offering price of $10,000,000 have not been offered and sold under this Agreement and under the Alternative Distribution Agreements collectively by the eighteen month anniversary of the Securities under date of this Agreement pursuant to Section 8(a) (the "Determination Date"), the laws of such jurisdictions as Company shall reimburse the Representatives may designate Manager and the preparation, printing and distribution Alternative Managers for all of a Blue Sky Memorandum (including their reasonable documented out-of-pocket expenses, including the related fees reasonable fees, disbursements and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Manager in connection with this Agreement and the Registration Statement and ongoing services in connection with the transactions contemplated hereunder of the Manager and the Alternative Managers, incurred by them in connection with the offering contemplated hereby. by this Agreement and the Alternative Distribution Agreements (collectively, the "Expenses"); provided, however, that the Company shall not be required to reimburse the Manager or any Alternative Manager pursuant to this Section 5(b) for their Expenses in excess of $50,000 in the aggregate. The Expenses shall be due and payable by the Company to the Manager and each Alternative Manager within sixty (60) days of the Determination Date. The Manager and the Alternative Managers shall be solely responsible for allocating any fees received pursuant to this Section 5(b) among themselves. Except as expressly set forth in Section 5(a) or this Section 5(b), the Company shall not be responsible for any out-of-pocket or other expenses of the Manager in connection with the transactions contemplated by this Agreement. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Placement Agent, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) terminated: (a) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities Shares to the Purcha...sers and any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and exhibits thereto or any document incorporated by reference therein; (d) the Prospectus (including all exhibits, amendments reasonable and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the documented fees and expenses incurred in connection with securing any required review by FINRA and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the registration or qualification reasonable and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate documented fees and the preparation, printing expenses (including reasonable and distribution of a Blue Sky Memorandum (including the documented related fees and expenses of counsel for the Underwriters); (vi) any fees charged by Placement Agent) of qualifying the rating agencies for rating Shares under the Securities; (vii) securities laws of the several jurisdictions as provided in Section 5(e) and of preparing, printing and distributing wrappers and blue sky memoranda; (g) all fees and expenses of the Trustee registrar and transfer agent of the Shares; and (h) all other costs and expenses of the Company and the paying agent (including related Placement Agent incident to the Offering of the Shares by, or the performance of the obligations of, the Company and the Placement Agent under this Agreement (including, without limitation, the reasonable and documented fees and expenses of any the Company's counsel, Placement Agent's counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, the Company's independent accountants and clearance of the offering by, the Financial Industry Regulatory Authority; travel and (ix) all other reasonable expenses incurred by Company and the Company Placement Agent's personnel in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, including, without limitation, any expenses advanced by the Underwriters shall pay their own costs and expenses, including without limitation Placement Agent on the fees and disbursements Company's behalf (which will be promptly reimbursed)). For the avoidance of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, doubt, the Company agrees to reimburse the Underwriters Placement Agent's reasonable out-of-pocket expenses, including the reasonable legal fees of Morgan Lewis & Bockius, LLP, counsel to the Placement Agent, whether or not the Offering is consummated; provided that, the Company shall not be liable to the Placement Agent for all out-of-pocket costs and expenses (including any legal fees of the fees and expenses Placement Agent in excess of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. $25,000. View More
