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 will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including 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; connection therewith; (ii) the costs incident to the preparation, pr...inting 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) (iv) 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 may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by the rating agencies for rating the Securities; (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); (viii) transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; fees and (ix) expenses of Wells Fargo Securities, LLC acting as "qualified independent underwriter" within the meaning of the aforementioned FINRA Rule 5121); provided, however, that the amount payable by the Company for the fees and disbursements of counsel to the Underwriters pursuant to subsections (iv) and (vii) shall not exceed $40,000 in the aggregate; (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 this Section 11, (ix) all expenses and application fees related to the Underwriters shall pay their own costs listing of the Shares on Nasdaq; and expenses, including without limitation the (x) all fees and disbursements of their counsel incurred by the Underwriters in connection with the Directed Share Program and any advertising expenses (other than stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with respect to any road show presentation) connected with any offers they make. the Directed Share Program. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters Underwriters, or (iii) Section 7(f) or (iv) the Underwriters decline to purchase the Securities Shares 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. 24 12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is 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 Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Depositor 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 Certificates 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, Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus 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; Basic Documents and this Agreement; (iv) the fees and expenses of counsel for the Company's Underwriters; (v) the fees and expenses of the Depositor's counsel and independent accountants; (v) (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the 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) (vii) any fees charged by the rating agencies Rating Agencies for rating the Securities; (vii) Certificates; (viii) the fees and expenses of the Master Servicer, the Special Servicer, the Certificate Administrator and Trustee and the paying agent Operating Advisor and Asset Representations Reviewer, (including related fees and expenses of any counsel to such parties); (viii) (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, with the Financial Industry Regulatory Authority; and (ix) (x) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided investors in Section 7 or this Section 11, Offered Certificates; and (xi) the Underwriters shall pay their own costs and expenses, including without limitation expenses of the fees and disbursements Depositor in connection with the purchase of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor 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 terminated, the Company will 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 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 Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, any Time of Sale Information the Preliminary Prospectus and the Prospectus (including Prospectus, and all exhibits, amendments and supplements thereto) thereto, and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; documents relating to this offering; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and 22 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 Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum Survey (including the related fees and expenses of counsel for the Underwriters); Underwriter); (vi) the cost of printing and delivering to, or as requested by, the Underwriter copies of the New York Stock Exchange Supplemental Listing Application, the Blue Sky Survey and any fees charged by the rating agencies for rating the Securities; supplements or amendments thereto; (vii) the filing fees and expenses (including up to $20,000 of legal fees and disbursements) incident to securing any required review by the FINRA 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 terms of the offering by, sale of the Financial Industry Regulatory Authority; and Shares; (viii) the listing fee payable to the New York Stock Exchange; (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 investors and (x) all other fees, costs and expenses, including without limitation expenses referred to in Item 14 of Part II of 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. Registration Statement. (b) If (i) this Agreement is terminated pursuant to Section 9, 6 prior to the Closing Date, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters Underwriter on the Closing Date or (iii) the Underwriters Underwriter decline to purchase the Securities Shares for any reason permitted under this Agreement, Agreement on the Closing Date, the Company agrees to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby. Otherwise, the Underwriter shall pay their own expenses, including the fees and expenses of their counsel. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Depositor 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 Certificates 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, Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus 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 Basic Documents; (iv) the fees and expenses of counsel for the Company's Underwriters; (v) the fees and expenses of the Depositor's counsel and independent accountants; (v) (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative 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) (vii) any fees charged by the rating agencies Rating Agencies for rating the Securities; (vii) Certificates; (viii) the fees and expenses of the Trustee Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the paying agent Asset Representations Reviewer (including related fees and expenses of any counsel to such parties); (viii) (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, with the Financial Industry Regulatory Authority; and (ix) (x) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided investors in Section 7 or this Section 11, Offered 29 Certificates; and (xi) the Underwriters shall pay their own costs and expenses, including without limitation expenses of the fees and disbursements Depositor in connection with the purchase of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor 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 terminated, the Company Depositor 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 Certificates 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, Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus 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 Basic Documents; (iv) the fees and expenses of counsel for the Company's Underwriters; (v) the fees and expenses of the Depositor's counsel and independent accountants; (v) (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative 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) (vii) any fees charged by the rating agencies Rating Agencies for rating the Securities; (vii) Certificates; (viii) the fees and expenses of the Trustee Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the paying agent Asset Representations Reviewer (including related fees and expenses of any counsel to such parties); (viii) (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, with the Financial Industry Regulatory Authority; and (ix) (x) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided investors in Section 7 or this Section 11, Offered Certificates; and (xi) the Underwriters shall pay their own costs and expenses, including without limitation expenses of the fees and disbursements Depositor in connection with the purchase of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor 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 terminated, the Company Depositor 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 Certificates 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, Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus 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 Basic Documents; (iv) the fees and expenses of counsel for the Company's Underwriters; (v) the fees and expenses of the Depositor's counsel and independent accountants; (v) (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative 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) (vii) any fees charged by the rating agencies Rating Agencies for rating the Securities; (vii) Certificates; (viii) the fees and expenses of the Trustee Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the paying agent Asset Representations Reviewer (including related fees and expenses of any counsel to such parties); (viii) (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, with the Financial Industry Regulatory Authority; and (ix) (x) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided investors in Section 7 or this Section 11, Offered 30 Certificates; and (xi) the Underwriters shall pay their own costs and expenses, including without limitation expenses of the fees and disbursements Depositor in connection with the purchase of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor 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 terminated, the Company will and Parent jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective 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 fees and expenses of the Company's and Parent'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); Underwriters in an amount not to exceed $10,000); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the any paying agent (including related reasonable and documented out-of-pocket 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, by the Financial Industry Regulatory Authority; Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company and Parent in connection with any "road show" presentation to 28 potential investors; provided, however, investors provided that except private aircraft travel expenses, if any, incurred in connection with such "road show" and other meetings shall be allocated 50% to the Company and Parent, on one hand, and 50% to the Underwriters on the other hand, and the Company and Parent, on the one hand, and the Underwriters in the aggregate (but severally as to their portion) on the other hand, shall each pay their own expenses for all other travel expenses. Except as provided in Section 7 or and in 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. counsel. (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 and Parent jointly and severally agree to reimburse the Underwriters for all documented 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. hereby; provided that in the case of any failure specified in clause (ii) above caused solely by reason of a default by one or more Underwriters of their obligations hereunder after all conditions hereunder have been satisfied in accordance herewith, the Company and Parent shall have no obligation to reimburse any such defaulting Underwriters for any such out-of-pocket costs and expenses. 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 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 Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Secur...ities 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 counsels 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 under the state or foreign securities or blue sky 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); Underwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) any fees charged by the rating agencies for rating the Securities; (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); (viii) transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; related fees and (ix) expenses of counsel for the Underwriters not to exceed $15,000); (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 this Section 11, and (ix) all expenses and application fees related to the Underwriters shall pay their own costs and expenses, including without limitation listing of 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. Shares on the Nasdaq Global Select Market. (b) If (i) this Agreement is terminated pursuant to Section 9, 8, (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, 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. 25 11. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 6 hereof. Nothing in this Agreement is 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 Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase. 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 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 Public Units 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 Public Units under the laws of such jurisdictions as the Representatives Representative 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; 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, trustee, warrant agent and registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings up to $25,000); (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 listing of 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. Public Units on the Exchange. 30 (b) If (i) this Agreement is terminated pursuant to Section 9, 9 (other than clauses (iii) and (iv)), (ii) the Company for any reason fails to tender the Securities Public Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Public Units for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters and the QIU 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. Offering. 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 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 Public Units 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 Public Units 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; 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, trustee, warrant agent and registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings up to $35,000); (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 listing of 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. Public Units on Nasdaq. (b) If (i) this Agreement is terminated pursuant to Section 9, 9 (other than clauses (iii) and (iv)), (ii) the Company for any reason fails to tender the Securities Public Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Public Units for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters and the QIU 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. Offering. View More
