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 hereunder are consummated or this Agreement is terminated, consummated, the Company Transferor 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 printing of the authorization, issuance, sale, Preliminary Prospectus and the Final Prospectus and of each amendment or supplement thereto, (ii) the p...reparation of this Agreement and each Transaction Document, (iii) the preparation, issuance and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident Underwritten Notes to the preparation, Underwriters, (iv) the fees and disbursements of the counsel to the Transferor and the fees and disbursements of the Transferor's accountants, (v) the qualification of the Underwritten Notes under securities laws in accordance with the provisions of Section 5(f), including filing fees in connection with the preparation of any blue sky and legal investment survey, (vi) the printing and delivery to the Underwriters of copies of the Preliminary Prospectus and the Final Prospectus and of each amendment or supplement thereto, (vii) the preparation and filing under the Securities Act of the Registration Statement, Statement and all amendments thereto, (viii) the Preliminary Prospectus, printing and delivery to the Underwriters of copies of any Issuer Free Writing Prospectus, blue sky or legal investment survey prepared in connection 15Underwriting Agreement-Series 2019-1 with the Underwritten Notes and any Time of Sale Information and supplements thereto, (ix) any fees charged by each Note Rating Agency for the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each rating of the Transaction Documents; (iv) Underwritten Notes, (x) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc., (xi) the fees and expenses of the Company's counsel Owner Trustee and independent accountants; (v) the fees its counsel, 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) (xii) the fees and expenses of the Indenture 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. its counsel. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement is terminated, consummated, the Company Transferors 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 printing of the authorization, issuance, sale, Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus and of each amend...ment or supplement thereto, (ii) the preparation of this Agreement and each Transaction Document, (iii) the preparation, issuance and delivery of the Securities Class A Certificates and any taxes payable in that connection; (ii) the costs incident Class B Certificates to the preparation, printing Underwriters 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; TRS, respectively, (iv) the fees and expenses disbursements of the Company's counsel to the Transferors and independent accountants; (v) the fees and expenses incurred disbursements of the Transferors' accountants, (v) the qualification of the Certificates under securities laws in accordance with the provisions of Section 5(f), including filing fees in connection with the registration or qualification preparation of any blue sky and determination legal investment survey, (vi) the printing and delivery to the Underwriters of eligibility for investment copies of the Securities under Preliminary Prospectus, the laws of such jurisdictions as the Representatives may designate Ratings Free Writing Prospectus and the preparation, Prospectus and of each amendment or supplement thereto, (vii) the preparation and filing of the Registration Statement and all amendments thereto, (viii) the printing and distribution delivery to the Underwriters of a Blue Sky Memorandum (including copies of any blue sky or legal investment survey prepared in connection with the related fees Class A Certificates and expenses of counsel for the Underwriters); (vi) any supplements thereto, (ix) any fees charged by each Rating Agency for the rating agencies for rating of the Securities; (vii) Certificates, (x) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc., (xi) the fees 13 and expenses of the Trustee and the paying agent (including related fees its counsel and expenses (xii) one-half 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 (the other half of such fees and expenses of their counsel) reasonably incurred disbursements to be paid for by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters). View More
Payment of Expenses. (a) Whether or not Company Expenses. The Company hereby agrees to pay on the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid Closing Date all costs and expenses incident to the performance of its the obligations hereunder, including without limitation, (i) of the costs incident Company under this Agreement including, but not limited to: (a) all filing fees and expenses relating to the authorization, issuance, s...ale, preparation registration of the Firm Shares and delivery Underwriter's Securities with the Commission; (b) all FINRA Public Offering filing fees; (c) all fees and expenses relating to the listing of the Company's equity or equity-linked securities on an Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the "blue sky" securities laws of such states and any taxes payable other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company's "blue sky" counsel, which will be the Underwriter's counsel) unless such filings are not required in that connection; (ii) connection with the costs incident Company's proposed Exchange listing; (e) all fees, expenses and disbursements relating to the preparation, printing and filing registration, qualification or exemption of the Securities under the Securities Act securities laws of such foreign jurisdictions as 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) Underwriter may reasonably designate; (f) the costs of reproducing all mailing and distributing each printing of the Transaction Documents; (iv) Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of the Firm Shares and Underwriter's Securities from the Company to the Underwriter; (h) the fees and expenses of the Company's counsel accountants; and independent accountants; (v) the (i) $100,000 for fees and expenses including "road show", diligence, and reasonable legal fees and disbursements for the Underwriter's counsel. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, the Underwriter shall bear the costs and expenses incurred by them in connection with the registration or qualification and determination of eligibility for investment sale 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 transactions contemplated thereby. 18 (b) Non-accountable Expenses. On the related fees and expenses of counsel for Closing Date, the Underwriters); (vi) any fees charged Company shall pay to the Underwriter, by deduction from the rating agencies for rating the Securities; (vii) the fees and expenses net proceeds of the Trustee and the paying agent (including related fees and expenses of any counsel Offering a non-accountable expense allowance equal to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance one percent (1.0%) of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred gross proceeds received by the Company in connection with any "road show" presentation to potential investors; from the sale of the Firm Shares), 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 event that 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 Offering 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, terminated, the Company agrees to reimburse the Underwriters for Underwriter pursuant to Section 6(c) hereof. (c) Underwriter Expenses. Except to the extent otherwise provided in this Section 6 or Section 8 hereof, the Underwriter will pay all out-of-pocket of its own costs and expenses (including expenses, including the fees and expenses of their counsel) reasonably incurred counsel, any stock transfer taxes on resale of any of the Securities held by them, and any advertising expenses connected with any offers they may make. (d) Company Reimbursement. The provisions of this Section 6 shall not affect any agreement that the Underwriters in connection with this Agreement Company may make for the sharing of such costs and the offering contemplated hereby. expenses. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement is terminated, consummated, the Company Transferors 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 printing of the authorization, issuance, sale, Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus and of each amend...ment or supplement thereto, (ii) the preparation of this Agreement and each Transaction Document, (iii) the preparation, issuance and delivery of the Securities Class A Certificates and any taxes payable in that connection; (ii) the costs incident Class B Certificates to the preparation, printing Underwriters 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; TRS, respectively, (iv) the fees and expenses disbursements of the Company's counsel to the Transferors and independent accountants; (v) the fees and expenses incurred disbursements of the Transferors' accountants, (v) the qualification of the Certificates under securities laws in accordance with the provisions of Section 5(f), including filing fees in connection with the registration or qualification preparation of any blue sky and determination legal investment survey, (vi) the printing and delivery to the Underwriters of eligibility for investment copies of the Securities under Preliminary 13 Prospectus, the laws of such jurisdictions as the Representatives may designate Ratings Free Writing Prospectus and the preparation, Prospectus and of each amendment or supplement thereto, (vii) the preparation and filing of the Registration Statement and all amendments thereto, (viii) the printing and distribution delivery to the Underwriters of a Blue Sky Memorandum (including copies of any blue sky or legal investment survey prepared in connection with the related fees Class A Certificates and expenses of counsel for the Underwriters); (vi) any supplements thereto, (ix) any fees charged by each Rating Agency for the rating agencies for rating of the Securities; (vii) Certificates, (x) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc., (xi) the fees and expenses of the Trustee and the paying agent (including related fees its counsel and expenses (xii) one-half 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 (the other half of such fees and expenses of their counsel) reasonably incurred disbursements to be paid for by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters). 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 Operating Partnership 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 c...osts incident preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the authorization, issuance, sale, preparation Underwriters and to dealers (including costs of mailing and shipment), (ii) the preparation, issuance and delivery of the Securities certificates for the Shares to the Underwriters, including any stock or other transfer taxes or duties payable upon the sale, issuance and delivery of the Shares to the Underwriters and any taxes payable charges of DTC in that connection; (ii) connection therewith, (iii) the costs incident preparation and printing of this Agreement and any dealer agreements and furnishing of copies of each to the preparation, Underwriters and to dealers (including costs 22 of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws that the Company and the Representatives have mutually agreed are appropriate and the determination of their eligibility for investment under state law as aforesaid, including the legal fees and filing fees and other disbursements of counsel for the Underwriters relating thereto, and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) filing under the Securities Act for review 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 public offering of the Transaction Documents; (iv) Shares by FINRA, including the legal fees and filing fees and other disbursements of counsel for the Underwriters relating thereto and any fees of FINRA in connection with the Shares, (vi) the fees and expenses of the Company's any outside counsel and independent accountants; (v) accountants for the Company, any transfer agent or registrar for the Shares and miscellaneous expenses of the Company 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 listing of the Securities under Shares 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 Operating Partnership's 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 Underwriters and its 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 Operating Partnership agree 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, reimburse the Underwriters shall pay their own costs and expenses, including without limitation for the fees and disbursements of their Hunton & Williams LLP, counsel for the Underwriters, solely in connection with such firm delivering to the Underwriters at the Closing Time and any advertising expenses (other than with respect each Date of Delivery such firm's opinion of counsel as to any road show presentation) connected with any offers they make. certain federal income tax matters and certain matters under the Investment Company Act, as set forth in Exhibits D and E hereto. (b) If (i) this Agreement is shall be terminated pursuant to Section 9, (ii) by the Representatives because of any failure or refusal on the part of the Company or the Operating Partnership 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 Operating Partnership 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, Agreement other than by reason of a default by any Underwriter, the Company agrees to will reimburse the Underwriters 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) Underwriters' counsel and any other advisors, accountants, appraisers, etc.) reasonably incurred by the Underwriters in connection with this Agreement and or the offering transactions contemplated hereby. herein. 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Payment of Expenses. (a) Whether The Partnership Parties, jointly and severally, agree to pay the costs and expenses relating to the following matters: (i) the preparation, printing or not reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), the Prospectus, and each amendment or supplement; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Re...gistration Statement and the Prospectus, and all amendments or supplements as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the 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) any registration or qualification of the Units for offer and sale under the blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Managers relating to such registration and qualification); (vi) any filings required to be made with FINRA (including filing fees and the 27 reasonable fees and expenses of counsel for the Managers relating to such filings); (vii) the transportation and other expenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (viii) the fees and expenses of the Partnership's accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; (ix) the reasonable fees, disbursements and expenses of counsel for the Managers in connection with this Agreement and the Registration Statement and ongoing services in connection with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid hereunder; and (x) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder, including without limitation, (i) hereunder. Except as otherwise provided in this Section 5, the Managers will pay all of their own out-of-pocket 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 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 entering into this Agreement and the offering transactions 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 Operating Partnership 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 c...osts incident preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, the Disclosure Package, 22 any Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the authorization, issuance, sale, preparation Underwriters and to dealers (including costs of mailing and shipment), (ii) the preparation, issuance and delivery of the Securities certificates for the Shares to the Underwriters, including any stock or other transfer taxes or duties payable upon the sale, issuance and delivery of the Shares to the Underwriters and any taxes payable charges of DTC in that connection; (ii) connection therewith, (iii) the costs incident preparation and printing of this Agreement and any dealer agreements and furnishing of copies of each to the preparation, 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 Representatives have mutually agreed are appropriate and the determination of their eligibility for investment under state law as aforesaid, including the legal fees and filing fees and other disbursements of counsel for the Underwriters relating thereto, and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) filing under the Securities Act for review 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 public offering of the Transaction Documents; (iv) Shares by FINRA, including the legal fees and filing fees and other disbursements of counsel for the Underwriters relating thereto and any fees of FINRA in connection with the Shares, (vi) the fees and expenses of the Company's any outside counsel and independent accountants; (v) accountants for the Company, any transfer agent or registrar for the Shares and miscellaneous expenses of the Company 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 listing of the Securities under Shares 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 Operating Partnership's 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 Underwriters and its 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 Operating Partnership agree 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, reimburse the Underwriters shall pay their own costs and expenses, including without limitation for the fees and disbursements of their Hunton & Williams LLP, counsel for the Underwriters, solely in connection with such firm delivering to the Underwriters at the Closing Time and any advertising expenses (other than with respect each Date of Delivery such firm's opinion of counsel as to any road show presentation) connected with any offers they make. certain federal income tax matters and certain matters under the Investment Company Act, as set forth in Exhibits D and E hereto. (b) If (i) this Agreement is shall be terminated pursuant to Section 9, (ii) by the Representatives because of any failure or refusal on the part of the Company or the Operating Partnership 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 Operating Partnership 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, Agreement other than by reason of a default by any Underwriter, the Company agrees to will reimburse the Underwriters 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) Underwriters' counsel and any other advisors, accountants, appraisers, etc.) reasonably incurred by the Underwriters 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 covenants and agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, several Managers that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of each Registration Statemen...t, Basic Prospectus, Prospectus, Issuer Free Writing Prospectus and Unscheduled Free Writing Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Managers and dealers; (ii) the cost of printing or producing any Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(d) hereof, including the fees and disbursements of counsel for the 23 Managers in connection with such qualification and in connection with the Blue Sky survey (iv) all fees and expenses in connection with listing the Shares on the Exchange; (v) the filing fees incident to, and the fees and disbursements of counsel for the Managers in connection with, any required review by the Financial Industry Regulatory Authority, Inc. ("FINRA") of the terms of the sale of the Shares; (vi) the cost of preparing stock certificates; (vii) the cost and charges of any transfer agent or registrar; (viii) the reasonable documented out-of-pocket expenses of the Managers (including the fees and disbursements of counsel for the Managers, to be limited, at any given time, to one counsel for the Managers together with any local counsel) in connection with this Agreement and ongoing services in connection with the transactions contemplated hereby; and (ix) 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 and delivery of the Securities and any taxes payable hereunder 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, 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. Section. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any Underwriter, or the QIU, 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 and delivery of the Securities Public Units and ...any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Public Units, the Common Stock, the Rights and the Warrants under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each distributing, the "Agreement Among Underwriters" between the Representative and the Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire, this Agreement and any closing documents by mail, telex or other means of communications; (d) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Public Units and any filings made with FINRA; (e) any applicable listing or other fees; (f) the fees and expenses (including related fees and expenses of counsel to the 25 Underwriters) of qualifying the Public Units under the securities laws of the several jurisdictions as provided in Section 4(i)(j)) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Common Stock; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) provided that, except to 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 extent otherwise provided in Section 7 or this Section 11, 5 and in Sections 9 and 10, 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 counsel not contemplated herein, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any Underwriter, or the QIU, 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 and delivery of the Securities Public Units and ...any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Public Units, the Common Stock, the Rights and the Warrants under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements 25 and the Prospectus (including all exhibits, amendments exhibits thereto and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each distributing, the "Agreement Among Underwriters" between the Representative and the Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire, this Agreement and any closing documents by mail, telex or other means of communications; (d) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Public Units and any filings made with FINRA; (e) any applicable listing or other fees; (f) the fees and expenses (including related fees and expenses of counsel to the Underwriters) of qualifying the Public Units under the securities laws of the several jurisdictions as provided in Section 4(j)) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Common Stock; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) provided that, except to 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 extent otherwise provided in Section 7 or this Section 11, 5 and in Sections 9 and 10, 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 counsel not contemplated herein, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters. View More
