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 are consummated or this Agreement is terminated, the Company The Seller will 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 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 Statement as originally filed and 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 amendment thereto, (ii) the fees and disbursements of their the Indenture Trustee and its counsel, (iii) the preparation, issuance and delivery of the Notes to the Underwriters, (iv) the fees and disbursements of CNHICA's and the Seller's counsel and accountants, (v) the fees and disbursements of the Asset Representations Reviewer and its counsel, if any, (vi) the qualification of the Notes under securities laws in accordance with the provisions of Section 6(g), including filing fees and the fees and disbursements of counsel for you in connection therewith and in connection with the preparation of any advertising expenses (other than blue sky or legal investment survey, (vii) the preparation and delivery to the Underwriters of electronic copies of the Preliminary Prospectus and the Prospectus and of each amendment thereto, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses, if any, incurred with respect to any road show presentation) connected filing 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 Financial Industry Regulatory Authority, and (x) 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 any damages or other amounts payable in connection with legal and contractual liability) associated with reforming any Contracts for Sale of the fees and expenses of their counsel) reasonably incurred Notes made by the Underwriters caused by a breach of any representation in connection with this Agreement and the offering contemplated hereby. Section 2(b) or Section 2(c). View More
Payment of Expenses. (a) Whether or not The MarkWest Parties agree to pay 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 their and the Selling Unitholder's obligations hereunder, including under this Agreement, whether or not the transactions contemplated hereby are consummated, including, without limitation, limitation: (i) the costs incident to the authorization, issu...ance, 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 and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing them, as may, in each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the NYSE; (vi) any registration or qualification and determination of eligibility for investment of the Securities Units for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate several states (including filing fees and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) Manager relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. ("FINRA") (including filing fees charged and the reasonable fees and expenses of counsel for the Manager relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of the rating agencies for rating Partnership's representatives in connection with presentations to prospective purchasers of the Securities; (vii) Units; (ix) the fees and expenses of the Trustee Partnership's accountants 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 (including local and special counsel) reasonably incurred by for the Underwriters Partnership; (x) the reasonable documented out-of-pocket expenses of the Manager, including the reasonable fees, disbursements and expenses of counsel for the Manager in connection with this Agreement and the offering Registration Statement and ongoing services in connection with the transactions contemplated hereby. hereunder; and (xi) all other costs and expenses incident to the 29 performance by the MarkWest Parties or the Selling Unitholder of their obligations hereunder; provided, however, that under no circumstances shall the MarkWest Parties be obligated to pay the underwriting fees, discounts and selling commissions (and similar fees or arrangements associated with) and transfer taxes allocable to the sale of the Secondary Units by the Selling Unitholder. 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Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its 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 incident to the authorization, is...suance, 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, each preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus, and any Time of Sale Information amendments or supplements thereto, and the Prospectus printing and furnishing of copies of each thereof to the Underwriters and to dealers (including all exhibits, amendments costs of 24 mailing and supplements thereto) shipment); (ii) the preparation, issuance and delivery of the certificates for the Shares to the Underwriters, including any stock or other transfer taxes or duties payable upon the sale of the Shares to the Underwriters; (iii) the printing of this Agreement and any dealer agreements and furnishing of copies of each to the Underwriters and to dealers (including costs of mailing and shipment); (iv) the qualification of the Shares for offering and sale under state laws that the Company and the distribution thereof; (iii) Representatives have mutually agreed are appropriate and the costs determination of reproducing their eligibility for investment under state law as aforesaid, and distributing each the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers; (v) filing for review of the Transaction Documents; (iv) public offering of the Shares by FINRA; (vi) the fees and expenses of any transfer agent or registrar for the Company's counsel Shares and independent accountants; (v) miscellaneous expenses referred to in the Registration Statement; (vii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment inclusion of the Securities under Shares in 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 New York Stock Exchange; (viii) costs and expenses of any counsel to such parties); (viii) all expenses internet road show; and application fees incurred in connection with any filing with, and clearance (ix) the performance of the offering by, Company's and the Financial Industry Regulatory Authority; and (ix) all expenses incurred Operating Partnership's other obligations hereunder. Upon the request of the Representatives, the Company will provide funds in advance for filing fees. (b) If this Agreement shall be terminated by the Underwriters, or any of them, pursuant to clauses (i), (iv)(a), (vi) or (vii) of Section 7, 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, will reimburse the Underwriters shall pay their own costs or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (such as printing, facsimile, courier service, direct computer expenses, accommodations, travel 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 Underwriters' counsel) reasonably incurred by the such Underwriters in connection with this Agreement and or the offering transactions contemplated hereby. herein. 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 Obligors 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 herein are consummated or this Agreement is terminated pursuant to Section 7 or Section 8(b) hereof, including without limitation, all costs and expenses incident to (...i) the costs incident cost of production and printing of documents with respect to the authorization, issuance, sale, preparation transactions contemplated hereby, including any costs of printing the Preliminary Offering Memorandum, the Time of Sale Memorandum and any Offering Memorandum and any amendment or supplement thereto, and any "Blue Sky" memoranda, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the fees, disbursements and expenses of the Obligors' counsel and accountants in connection with the issuance and sale of the Securities, 28 (iv) all costs and expenses related to the transfer and delivery of the Securities and to the Initial Purchasers, including any transfer or other 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 fees and expenses of the Company's counsel and independent accountants; thereon, (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 state securities and the preparation, printing and distribution of a Blue Sky Memorandum (including the related "Blue Sky" laws, including filing fees and expenses fees and disbursements of counsel for the Underwriters); Initial Purchasers relating thereto, (vi) any fees charged by the rating agencies for the rating of the Securities; Securities, (vii) the all fees and expenses (including reasonable fees and expenses of counsel) of the Obligors in connection with approval of the Securities by the DTC for "book-entry" transfer, (viii) the costs and charges of the Trustee and the paying agent (including related including fees and expenses of any counsel to such parties); (viii) all Trustee's counsel, (ix) the costs and expenses and application fees incurred of the Obligors 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 presentations or meetings undertaken in connection with the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics and the production and hosting of any "road show" presentation electronic road show, (x) the document production charges and expenses associated with printing this Agreement and (xi) all other costs and expenses incident to potential investors; provided, the performance of the obligations of the Obligors hereunder for which provision is not otherwise made in this Section 9(a). (b) It is understood, 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 if (i) this Agreement is terminated pursuant to Section 9, 7 or Section 8(b) hereof, (ii) the Company Obligors for any reason fails fail to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Obligors agree to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby. 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 agrees to pay or cause to be paid all costs and expenses incident to the performance of its 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 incident to the authorization, is...suance, 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, each preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus, and any Time of Sale Information amendments or supplements thereto, and the Prospectus printing and furnishing of copies of each thereof to the Underwriters and to dealers (including all exhibits, amendments costs of mailing and supplements thereto) shipment); (ii) the preparation, issuance and delivery of the certificates for the Shares to the Underwriters, including any stock or other transfer taxes or duties payable upon the sale of the Shares to the Underwriters; (iii) the printing of this Agreement and any dealer agreements and furnishing of copies of each to the Underwriters and to dealers (including costs of mailing and shipment); (iv) the qualification of the Shares for offering and sale under state laws that the Company and the distribution thereof; (iii) Representatives have mutually agreed are appropriate and the costs determination of reproducing their eligibility for investment under state law as aforesaid, and distributing each the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers; (v) filing for review of the Transaction Documents; (iv) public offering of the Shares by FINRA; (vi) the fees and expenses of any transfer agent or registrar for the Company's counsel Shares and independent accountants; (v) miscellaneous expenses referred to in the Registration Statement; (vii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment inclusion of the Securities under Shares in 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 New York Stock Exchange; (viii) costs and expenses of any counsel to such parties); (viii) all expenses internet road show; and application fees incurred in connection with any filing with, and clearance (ix) the performance of the offering by, Company's and the Financial Industry Regulatory Authority; and (ix) all expenses incurred Operating Partnership's other obligations hereunder. Upon the request of the Representatives, the Company will provide funds in advance for filing fees. (b) If this Agreement shall be terminated by the Underwriters, or any of them, pursuant to clauses (i), (iv)(a), (vi) or (vii) of Section 7, 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, will reimburse the Underwriters shall pay their own costs or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (such as printing, facsimile, courier service, direct computer expenses, accommodations, travel 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 Underwriters' counsel) reasonably incurred by the such Underwriters in connection with this Agreement and or the offering transactions contemplated hereby. herein. 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 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 d...elivery 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 delivered in connection with the offering of the Shares; (v) listing of the Shares on the 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 filing fees and the Prospectus reasonable fees and expenses of counsel for the Agent relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. ("FINRA") (including all exhibits, amendments and supplements thereto) filing fees and the distribution thereof; (iii) reasonable fees and expenses of counsel for the costs of reproducing and distributing each of the Transaction Documents; (iv) Agent relating to such filings), not to exceed $20,000; (viii) the fees and expenses of the Company's counsel accountants and independent accountants; (v) the fees and expenses incurred in connection of counsel (including local and special counsel) for the Company; and (ix) all other costs and expenses incident to the performance by the Company of its obligations hereunder. (b) If an aggregate number of Shares having at least an aggregate offering price of $25,000,000 have not been offered and sold under this Agreement together with any Alternative Equity Distribution Agreement by the registration or qualification and determination one-year anniversary of eligibility for investment of this Agreement (or such earlier date on which the Securities under Company terminates this Agreement) (the "Determination Date"), the laws of such jurisdictions as the Representatives may designate Company and the preparation, printing Operating Partnership shall reimburse the Agent and distribution the Alternative 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 Agent and Alternative Agents, incurred 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 them in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred contemplated 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. Alternative Equity Distribution Agreements (collectively, "Expenses"); provided, however, that the Company and the Operating Partnership shall not be required to reimburse the Agent or any Alternative Agent pursuant to this Section 5(b) for their respective pro rata shares of the Expenses in excess of $150,000 in the aggregate. The Expenses shall be due and payable by the Company to the Agent and each Alternative Agent within five (5) Business Days of the Determination Date. 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Payment of Expenses. (a) Whether or not The Operating Partnership and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Parent Guarantor, jointly and severally, covenant and agree with the Company several Underwriters that the Operating Partnership and the Parent Guarantor will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Operating Partnership's and the Parent Guarantor's counsel and independent registered public accounting firm... in connection with the registration of the Securities and the Guarantee under the Securities Act; (ii) all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Preliminary Prospectus and the Prospectus and all other amendments and supplements thereto, and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (iii) the cost of printing and producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, the Indenture, any Blue Sky and legal investment memoranda, closing documents (including any compilations thereof) and any other documents so long as such documents have been approved by the Operating Partnership or the Parent Guarantor in connection with the offering, purchase, sale and delivery of the Securities and the Guarantee; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(c) hereof, including the fees 17 and disbursements of the counsel to the Underwriters, in connection with such qualification and in connection with any Blue Sky and legal investment surveys; (v) any fees charged by securities rating agencies for rating the Securities; (vi) any filing fees incident to, and the reasonable fees and disbursements of the counsel to the Underwriters, in connection with any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities; (vii) the cost of preparing the Securities and the Guarantee; (viii) the reasonable fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Operating Partnership and the Parent Guarantor and the reasonable fees and disbursements of counsel to the Trustee or such agent in connection with the Indenture, the Securities and the Guarantee; (ix) any transfer or similar taxes payable in connection with the issuance, sale and delivery of the Designated Securities and the Guarantee to the Underwriters; and (x) all other costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation hereunder and delivery of the Securities and under any taxes payable Pricing Agreement, which are not otherwise specifically provided for 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 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, this Section 7. It is understood, however, that that, except as otherwise specifically provided in this Section 7 or this Section 11, and Sections 9 and 12 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their the counsel to the Underwriters, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may 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
Payment of Expenses. (a) Whether or not The Operating Partnership and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Parent Guarantor, jointly and severally, covenant and agree with the Company several Underwriters that the Operating Partnership and the Parent Guarantor will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Operating Partnership's and the Parent Guarantor's counsel and independent registered public accounting firm... in connection with the registration of the Securities and the Guarantee under the Securities Act; (ii) all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Preliminary Prospectus and the Prospectus and all other amendments and supplements thereto, and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (iii) the cost of printing and producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, the Indenture, any Blue Sky and legal investment memoranda, closing documents (including any compilations thereof) and any other documents so long as such documents have been approved by the Operating Partnership or the Parent Guarantor in connection with the offering, purchase, sale and delivery of the Securities and the Guarantee; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(c) hereof, including the fees and disbursements of the counsel to the Underwriters, in connection with such qualification and in connection with any Blue Sky and legal investment surveys; (v) any fees charged by securities rating agencies for rating the Securities; (vi) any filing fees incident to, and the reasonable fees and disbursements of the counsel to the Underwriters, in connection with any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities; (vii) the cost of preparing the Securities and the Guarantee; (viii) the reasonable fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Operating Partnership and the Parent Guarantor and the reasonable fees and disbursements of counsel to the -18- Trustee or such agent in connection with the Indenture, the Securities and the Guarantee; (ix) any transfer or similar taxes payable in connection with the issuance, sale and delivery of the Designated Securities and the Guarantee to the Underwriters; and (x) all other costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation hereunder and delivery of the Securities and under any taxes payable Pricing Agreement, which are not otherwise specifically provided for 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 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, this Section 7. It is understood, however, that that, except as otherwise specifically provided in this Section 7 or this Section 11, and Sections 9 and 12 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their the counsel to the Underwriters, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may 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
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is and the Forward Sale Agreements are terminated, the Company will pay or cause to be paid all reasonable and documented costs and expenses incident to the performance of its obligations hereunder, hereunder and under the Forward Sale Agreements actually incurred, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities... Shares pursuant to this Agreement and the issuance of the additional shares of Common Stock pursuant to the Forward Sale Agreements 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 28 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) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares (and the additional shares of Common Stock issuable under the Forward Sale Agreements) under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters 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 Underwriters, the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee Forward Purchasers and the paying Forward Sellers); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar (including related fees and expenses of any counsel to such parties); (viii) (vii) 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) FINRA; (viii) 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 (ix) all expenses and application fees related to the listing of the Shares and the additional shares of Common Stock issuable under the Forward Sale Agreements on the Exchange and (x) the costs of reproducing and distributing this Section 11, Agreement and 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. Forward Sale Agreements. (b) If (i) this Agreement is terminated pursuant to Section 9, 10, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, except that if this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any defaulting Underwriter pursuant to this Section 12(b), the Company agrees to reimburse the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers for all documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers in connection with this Agreement and the offering contemplated hereby. 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 pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, under this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation preparation, issuance and delivery of the Securities to the Initial Purchasers and the Conversion Shares issuable upon conversi...on thereof and any taxes payable charges of DTCC in that connection; connection therewith, (ii) the costs incident to fees and disbursements of the Company's counsel, accountants and other advisors, (iii) the qualification of the Securities under foreign securities laws in accordance with the provisions of Section 3(d) hereof, including the preparation of any Canadian wrapper by 22 special Canadian counsel for the Company), (iv) the preparation, printing and filing under delivery to the Securities Act Initial Purchasers of copies of each Preliminary Offering Memorandum, any Issuer Written Information, the Final Term Sheet and the Final Offering Memorandum and any amendments or supplements thereto and any costs associated with electronic delivery of any of the Registration Statement, foregoing by the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including Initial Purchasers to investors, (v) 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 Trustee and independent accountants; (v) any expenses of any transfer agent or registrar for the Securities or the Conversion Shares, (vi) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the Securities, including without limitation, 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, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (vii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under Conversion Shares on Nasdaq and the laws of such jurisdictions as TSX. (b) If this Agreement is terminated by the Representatives may designate and in accordance with the preparation, printing and distribution provisions of a Blue Sky Memorandum (including Section 5 or Section 10(a)(i) or (iii) hereof, the related Company shall reimburse the Initial Purchasers for all of their reasonable, documented, out-of-pocket expenses including the reasonable fees and expenses disbursements 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. Initial Purchasers. View More
