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 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, preparation and printing and filing... under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, any amendments and or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters); Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by the rating agencies for rating the Securities; Shares; (vii) the fees and expenses of the Trustee any transfer agent, any registrar and the paying any calculation agent (including related reasonable fees and expenses of any one counsel to each of such parties); parties), including the preparation of the agency agreements related thereto; (viii) all expenses and application fees incurred in connection with the approval of the Shares for book-entry transfer by DTC and any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, 23 however, that except as provided in Section 7 or this Section 11, Agreement, the Underwriters shall will pay their own all costs and expenses, including expenses incurred by them, including, without limitation limitation, all expenses incurred by the Underwriters in connection with any "road show" presentation to potential investors, fees and disbursements of their counsel its counsel, stock transfer taxes payable on resale of the Shares by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters' default on their obligations to purchase the Shares. (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 Representatives 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 documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. hereby; provided; however, that for purposes of this Section 10(b), the Company shall in no event be liable to the Underwriters for any other amounts, including, without limitation, damages on account of loss of anticipated profits from the sale of the Shares. Notwithstanding anything herein to the contrary, in no event shall the Company be responsible, or obligated to reimburse the Underwriters, for any costs or expenses incurred by the Underwriters in connection with any "road show". For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any defaulting Underwriter. 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 their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing ...under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information the 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 reasonable and itemized 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 Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees and expenses of counsel for the Underwriters); Underwriters, which are not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any fees charged by the rating agencies for rating the Securities; transfer agent and any registrar; (vii) the all 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 the clearance of the offering by, the Financial Industry Regulatory Authority; by FINRA (which fees and (ix) expenses shall not exceed $10,000); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. For the avoidance of doubt, except as provided in Section 7 or this Section 11, 13 or Section 9 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, any stock transfer taxes payable in resale of any of the Shares by them, and any advertising their own travel and lodging expenses (other than with respect to any road show presentation) connected in connection with any offers they make. "road show." 30 (b) If (i) this Agreement is terminated pursuant to Section 9, 11, (ii) the Company Selling Stockholder 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 reasonable and itemized 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 a termination pursuant to Section 12, the Company shall have no obligation to reimburse a defaulting Underwriter for such 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 their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing ...under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information the 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 reasonable and itemized 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 Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees and expenses of counsel for the Underwriters); Underwriters, which are not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any fees charged by the rating agencies for rating the Securities; transfer agent and any registrar; (vii) the all 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 the clearance of the offering by, the Financial Industry Regulatory Authority; by FINRA (which fees and (ix) expenses shall not exceed $10,000); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. For the avoidance of doubt, except as provided in Section 7 or this Section 11, 13 or Section 9 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, any stock transfer taxes payable in resale of any of the Shares by them, and any advertising their own travel and lodging expenses (other than with respect to any road show presentation) connected in connection with any offers they make. "road show." 34 (b) If (i) this Agreement is terminated pursuant to Section 9, 11, (ii) the Company Selling Stockholder 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 reasonable and itemized 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 a termination pursuant to Section 12, the Company shall have no obligation to reimburse a defaulting Underwriter for such 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 documented 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 unde...r 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 reasonable 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 counsel for the Underwriters relating to such review); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided that any expenses or costs associated with any chartered plane used in connection with any road show or any testing-the-waters meetings shall be paid 50% by the Company and 50% by the Underwriters; (ix) all expenses and application fees related to the listing of the Shares on the Exchange; and (x) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program; provided, however, that the amount payable by the Company pursuant to clauses (iv) and (vii) of this Section 11(a) for fees and expenses of counsel to the Underwriters shall not exceed $40,000 in the aggregate. It is, -33- however, understood that except as provided in this Section 11 or Section 7 or this Section 11, hereof, the Underwriters shall pay all of their own costs and expenses, including including, without limitation limitation, the fees and disbursements of their counsel and counsel, 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 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. 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 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 36 Company's counsel and independent accountants; (v) the reasonable and documented out-of-pocket 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 reasonable and documented fees and expenses of counsel for the Underwriters); Underwriters up to a maximum of $10,000 (excluding filing fees)); (vi) any fees charged by the rating agencies for rating the Securities; cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses (including the related reasonable and documented fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses the Underwriters up to a maximum of $30,000 (excluding filing fees)) and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and FINRA; (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, investors (provided that the costs of any chartered plane to be used in connection with any "road show" presentation to potential investors will be paid 50% by the Company and 50% by the Underwriters); (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Market; and (xi) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program, in an amount not to exceed $10,000, and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. It is understood, however, that except as provided herein (including without limitation in this Section 11 and Section 7 or this Section 11, hereof), the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. may make and lodging expenses incurred by them in connection with any "road show" or Testing-the-Waters Communication presentation to potential investors. (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 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 reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) actually and reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults in its obligation to purchase the Shares. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will 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 offering and delivery sale of the Securities and any taxes payable in that connection; Shares; (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) (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 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 provided that the rating agencies for rating the Securities; (vii) the Company's obligation to pay such fees and expenses of counsel for the Trustee Underwriters shall not exceed $10,000; (v) the costs and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar; (vi) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; provided that the Financial Industry Regulatory Authority; Company's obligation to pay such fees and (ix) expenses of counsel for the Underwriters shall not exceed $10,000; (vii) 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 (viii) all expenses and application fees related to the listing of the Shares on the NYSE. The Selling Stockholder shall pay the underwriting discounts and commissions attributable to the sale of the Shares to the Underwriters shall and stock transfer taxes imposed upon the sale and delivery of the Shares to be sold by the Selling Stockholder to the Underwriters hereunder. The Underwriters will pay all of 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, 11, (ii) the Company Selling Stockholder for any reason fails to tender the Securities Shares for delivery to the Underwriters other than as a result of a termination of this Agreement pursuant to Section 11 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 reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented 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 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 transfer, stamp, documentary and similar taxes payable in that connection; (ii) the costs incident to the preparation, p...reparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, Offering Memorandum, any Issuer Free Writing Prospectus, any other Time of Sale Information Information, any Issuer Written Communication and the Prospectus Offering Memorandum (including all exhibits, any 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); Initial Purchasers); (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 fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) the costs and expenses of the Company relating to investor presentations on any filing with, and clearance "road show" undertaken in connection with the marketing of the offering by, of the Financial Industry Regulatory Authority; Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and (ix) all graphics, fees and expenses incurred by the Company of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any "road show" presentation to potential investors; provided, however, such consultants; provided that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own for one-half of the expense of any consultants engaged in connection with the road show presentations as described in this clause (ix); (x) all expenses and application fees related to the listing of the Underlying Securities on the Exchange; (xi) all expenses incurred in connection with the offer and sale of the Private Securities in the Private Placement; and (xii) all other costs and expenses, including without limitation expenses incident to the fees and disbursements performance of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Company of its obligations hereunder for which provision is not otherwise made in this Section. 29 (b) If (i) this Agreement is terminated pursuant to Section 9, 9 hereof; (ii) the Company for any reason fails 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 to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses disbursements 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 Company will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing ...under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information the 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 reasonable and itemized 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 Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees and expenses of counsel for the Underwriters); Underwriters, which are not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any fees charged by the rating agencies for rating the Securities; transfer agent and any registrar; (vii) the all 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 the clearance of the offering by, the Financial Industry Regulatory Authority; by FINRA (which fees and (ix) expenses shall not exceed $10,000); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. For the avoidance of doubt, except as provided in Section 7 or this Section 11, 13 or Section 9 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, any stock transfer taxes payable in resale of any of the Shares by them, and any advertising their own travel and lodging expenses (other than with respect to any road show presentation) connected in connection with any offers they make. "road show." 33 (b) If (i) this Agreement is terminated pursuant to Section 9, 11, (ii) the Company Selling Stockholder 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 reasonable and itemized 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 a termination pursuant to Section 12, the Company shall have no obligation to reimburse a defaulting Underwriter for such 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, preparation and printing and filing... under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, any amendments and or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters); Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by the rating agencies for rating the Securities; Shares; (vii) the fees and expenses of the Trustee any transfer agent, any registrar and the paying any calculation agent (including related reasonable fees and expenses of any one counsel to each of such parties); parties), including the preparation of the agency agreements related thereto; (viii) all expenses and application fees incurred in connection with the approval of the Shares for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; Authority ("FINRA") (including the related reasonable fees and expenses of counsel for the Underwriters); (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; investors and (x) all costs and expenses incident to listing the Shares on the NYSE; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA 23 referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in Section 7 or this Section 11, Agreement, the Underwriters shall will pay their own all costs and expenses, including expenses incurred by them, including, without limitation limitation, all expenses incurred by the Underwriters in connection with any "road show" presentation to potential investors, fees and disbursements of their counsel its counsel, stock transfer taxes payable on resale of the Shares by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters' default on their obligations to purchase the Shares. (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 Representatives 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 documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. hereby; provided; however, that for purposes of this Section 10(b), the Company shall in no event be liable to the Underwriters for any other amounts, including, without limitation, damages on account of loss of anticipated profits from the sale of the Shares. Notwithstanding anything herein to the contrary, in no event shall the Company be responsible, or obligated to reimburse the Underwriters, for any costs or expenses incurred by the Underwriters in connection with any "road show". For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any defaulting Underwriter. 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 stamp, registration and similar transfer taxes payable in that connection; (ii) the costs incident to the prepara...tion, 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) (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 in an amount not to exceed $25,000 (excluding filing fees)); (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, the Financial Industry Regulatory Authority; and (ix) FINRA (in an amount not to exceed $30,000 (excluding filing fees)); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, investors (provided, however, that except as provided in Section 7 or this Section 11, the Underwriters and the Company shall each pay their own costs and expenses, including without limitation 50% of the fees and disbursements cost of their counsel and chartering any advertising expenses (other than aircraft to be used in connection with respect to any the road show presentation) connected with any offers they make. by the Company and the Underwriters) ; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. 29 (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 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. hereby; provided, however, that for purposes of this Section 11(b), the Company shall in no event be liable to any of the Underwriters for any other amounts, including, without limitation, damages on account of loss of anticipated profits from the sale of the Shares. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares. View More
