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 Partnership Parties, jointly and severally, will pay or cause to be paid all costs costs, expenses and expenses incident to the performance of its obligations hereunder, including without limitation, fees in connection with (i) the costs incident to the authorization, registration, issuance, sale, preparation and delivery of the Securities Notes and any taxes payable in... that connection; upon the issuance, sale and delivery of the Notes to the Underwriters; (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; furnishing of copies of each thereof to the Underwriters; (iii) the costs of reproducing and distributing each of the Transaction Documents; delivering this Agreement; (iv) the fees and expenses of the Company's Partnership'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 Notes under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum any blue sky memorandum to the Underwriters (including the reasonable related fees and expenses of counsel for the Underwriters); (vi) any trustee of the Notes; (vii) any filing with FINRA; (viii) fees charged by the rating agencies for the rating the Securities; (vii) the fees and expenses of the Trustee Notes; (ix) any listing of the Notes on any securities exchange or qualification of the Notes for quotation on the NYSE and any registration thereof under the Exchange Act; (x) all expenses incurred by the Partnership Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes to prospective investors and the paying agent (including related Underwriters' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred consultants engaged in connection with any filing with, the road show presentations, travel, lodging and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all other expenses incurred by the Company officers of the General Partner and any such consultants, and the cost of any aircraft chartered by the Partnership Parties 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 road show; and (xi) 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 obligations of the Partnership Parties hereunder for which provision is not otherwise made in this Section. (b) If (i) this Agreement is terminated pursuant to Section 9, 9(1)(ii) or 9(2); (ii) the Company Partnership for any reason fails to tender the Securities Notes for delivery to the Underwriters (other than as a result of the default by one or more of the Underwriters in its or their respective obligations hereunder); or (iii) the Underwriters decline to purchase the Securities Notes for any reason permitted under this Agreement, the Company agrees Partnership Parties (in addition to paying the amounts described in Section 11(a) hereof) agree to reimburse the Underwriters for all 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. 26 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 assigns and the officers and directors and any controlling persons, partners, members and affiliates referred to in Section 7 hereof, and their respective successors, assigns, heirs, personal representatives and executors and administrators. 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 Notes 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 The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, under this Agreement, including: (i) the costs incident preparation and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto and any Permitted Free ...Writing Prospectus, the Prospectus and each Preliminary Prospectus, and any amendments or supplements to any of the foregoing and all Incorporated Documents, (ii) the filing and delivery to the authorization, issuance, sale, preparation Underwriters of this Agreement, the Indenture and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Securities, (iii) the preparation, issuance 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; Underwriters, (iv) the fees and expenses disbursements of the Company's counsel, accountants and other advisors or agents (including transfer agents, paying agents, exchange rate agents and registrars), as well as the fees and disbursements of the Trustee and its counsel and independent accountants; DTC, (v) the qualification of the Securities under state securities laws or the applicable laws of any foreign jurisdiction in which the Securities are offered in accordance with the provisions of Section 4(f) hereof, including filing fees, (vi) the printing and delivery to the Underwriters of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus, the Prospectus, and any amendments or supplements to any of the foregoing (vii) any fees charged by nationally recognized statistical rating organizations for the rating of the Securities, and (viii) the fees and expenses incurred in connection with respect to the registration or qualification and determination of eligibility for investment listing 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) on 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, securities exchange. It is understood, however, that except as provided in Section 7 or this Section 11, 11 and in Sections 6, 7 and 9 hereof, the Underwriters shall will pay all of their own costs and expenses, expenses relating to the offering of the Securities, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities, and any advertising expenses (other than with respect to any road show presentation) connected with any offers that they make. (b) If (i) 20 12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Company, the Guarantor and the Underwriters 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 expressed or mentioned in this Agreement is terminated pursuant intended or shall be construed to Section 9, (ii) give any person, firm or corporation, other than the Underwriters, the Company for and the Guarantor and their respective successors and the controlling persons and officers and directors referred to in Section 7 and their heirs and legal representatives, any reason fails to tender the Securities for delivery to the Underwriters legal or (iii) the Underwriters decline to purchase the Securities for any reason permitted equitable right, remedy or claim under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses or in respect of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or any provision contained in this Agreement. This Agreement and all conditions and provisions of this Agreement are intended to be for the offering contemplated hereby. sole and exclusive benefit of the parties hereto and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Placement Agent, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Units to the Purchasers a...nd any taxes payable in that connection; (ii) (b) the costs incident to the Registration of the Units under the Securities Act of 1933, as amended (the "Securities Act"); (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments Supplement, any amendments, supplements and supplements thereto) exhibits thereto or any document incorporated by reference therein and the distribution thereof; (iii) the costs of printing, reproducing and distributing each any transaction document by mail, facsimile or other means of communications; (d) the fees and expenses (including related fees and expenses of counsel for the Placement Agent) incurred in connection with securing any required review by the Financial Industry Regulatory Authority, Inc. ("FINRA") of the Transaction Documents; (iv) terms of the sale of the Units and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the fees and expenses (including related reasonable, documented fees and expenses of counsel to the Placement Agent) of qualifying the Units under the securities laws of the several jurisdictions 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 Units, (i) all reasonable out-of-pocket costs and expenses incident to the Offering and the performance of the obligations of the Placement Agent under this Agreement (including, without limitation, the fees and expenses of counsel to the Placement Agent), and (j) all other costs and expenses incident to the offering of the 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) 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 accountants 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 travel 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 other reasonable, documented expenses incurred by Company and the Company Placement Agent's personnel in connection with any "road show" presentation to potential investors; including, without limitation, any expenses advanced by the Placement Agent on the Company's behalf (which will be promptly reimbursed); provided, however, that (A) except as otherwise provided in Section 7 or this Section 11, 6 and in Sections 8 and 10, the Underwriters Placement Agent shall pay their own costs and expenses, including without limitation expenses and (B) the fees and disbursements total expenses to be reimbursed to or paid on behalf 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 Placement Agent will not exceed (without the prior consent of the Company for any reason fails to tender such consent shall not be unreasonably withheld), (i) $40,000 if the Securities for delivery to Offering is not consummated and (ii) $100,000 if 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. Offering is consummated. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, 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 th...e Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the costs, fees and expenses incurred in connection with the registration performance of its obligations under this Agreement, whether or qualification not the transactions contemplated hereby are consummated, including without limitation (i) all expenses incident to the issuance and determination of eligibility for investment delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, Shares (including all printing and distribution engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of a Blue Sky Memorandum (including the related Shares, (iii) all fees and expenses of counsel for the Underwriters); (vi) any Company's counsel, independent public or certified public accountants and other advisors to the Company, and the reasonable fees charged and 20 expenses of the Manager's counsel, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (v) all filing fees, attorneys' fees and expenses incurred by the rating agencies Company or the Manager in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for rating offer and sale under the Securities; state securities or blue sky laws, and, if requested by the Manager, preparing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the Manager of such qualifications, registrations and exemptions, (vi) the filing fees incident to the review and approval by FINRA of the terms of the sale of the Shares, (vii) the fees and expenses associated with listing of the Trustee and Shares on the paying agent (including related NASDAQ, (viii) all fees and expenses of any counsel to such parties); (viii) all expenses the registrar and application fees incurred in connection with any filing with, and clearance transfer agent of the offering by, the Financial Industry Regulatory Authority; and Common Stock, (ix) all fees and expenses incurred by (including reasonable fees and expenses of counsel) of the Company in connection with any "road show" presentation approval of the Shares by DTC for "book-entry" transfer, (x) all other fees, costs and expenses referred to potential investors; provided, however, that except in Item 14 of Part II of the Registration Statement and (xi) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section 5. Except as provided in this Section 5 and in Section 7 or this Section 11, hereof, the Underwriters Manager shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. expenses. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under th...e Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the costs, fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, (including all 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 engraving costs), (ii) all fees and expenses of the Trustee registrar and transfer agent of the Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the investors, (iv) all fees and expenses of the Company's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each Preliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys' fees and expenses incurred by the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Placement Agent, preparing and printing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the Placement Agent of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Placement Agent in connection with determining their compliance with the rules and regulations of FINRA related to the Placement Agent's compensation in connection with the offering of the Securities, including any related filings fees and the paying agent (including related legal fees of, and disbursements by, counsel to the Placement Agent, (viii) the costs and expenses of the Company relating to investor presentations on any "road show", 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 graphics, fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred consultants engaged in connection with any filing with, and clearance 26 the road show presentations with the prior approval of the offering by, Company, reasonable travel and lodging expenses of the Financial Industry Regulatory Authority; and (ix) all expenses incurred Placement Agent approved 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, advance, employees and officers of the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel Company 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 such consultants, (ix) the fees and expenses associated with listing the Securities on the NASDAQ, (x) all other fees, costs and expenses of their counsel) reasonably the nature referred to in Item 14 of Part II of the Registration Statement, (xi) the costs and fees of any escrow agent and the actual out-of-pocket costs incurred by the Underwriters Placement Agent in connection with this Agreement clearing agent settlement and financing, which cost shall not exceed $10,000, (xii) the Placement Agent's legal fees and expenses in the amount of $22,000, and (xiii) a management fee to the Placement Agent equal to 1% of the gross proceeds raised by the Company in the offering contemplated hereby. on the Closing Date. 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Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, 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 of mailing and shipment), (iv) the qualification of the Shares and the Conversion 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, public 22 offering of the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Shares and the Prospectus (including all exhibits, amendments Conversion Shares by FINRA, including the legal fees and supplements thereto) filing fees and other disbursements of counsel for the Underwriters relating thereto and any fees of FINRA in connection with the Shares and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) Conversion 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 the Conversion 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 of the Securities under Preferred Stock pursuant to Section 12(b) of the laws of such jurisdictions as the Representatives may designate Exchange Act and the preparation, printing and distribution listing of a Blue Sky Memorandum (including the related fees Shares on the NYSE, (viii) the Company's costs and expenses for preparation of counsel for the Underwriters); (vi) any fees charged by road show materials and (ix) the rating agencies for rating performance of the Securities; (vii) Company's and the fees Operating Partnership's other obligations hereunder. The travel and accommodation expenses of the Trustee Underwriters and their counsel shall not be borne by or reimbursed by the Company. The Company and the paying agent (including related fees and expenses of any counsel 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 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 stamp, issuance, transfer or other similar 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, Offering Memorandum, any Issuer Free Writing Prospectus, Pricing Disclosure Package, any Time of Sale Information Marketing Materials and the Prospectus Offering Memorandum (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 documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and with the preparation, printing and distribution prior approval of a Blue Sky Memorandum the Company (such approval not to be unreasonably withheld, conditioned or delayed) (including the related reasonable and documented 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 Initial Purchasers 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) Capital Markets Advisor); (v) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; investors, provided, however, that the Initial Purchasers and the Capital Markets Advisor shall be responsible for 50% of the third party costs of any chartered private aircraft incurred in connection with such road show; and (vii) the fees and expenses of the Trustee with respect to the Securities. It is, however, understood that except as provided in Section 7 or this Section 11, 12 or in Section 8 of this Agreement, the Underwriters Initial Purchasers and the Capital Markets Advisor 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. make and 50% of the third party costs of any chartered private aircraft incurred in connection with the road show and all travel, lodging and other expenses of the Initial Purchasers and the Capital Markets Advisor incurred by them in connection with any road show. (b) If (i) this Agreement is terminated pursuant to Section 9, 10 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 10), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers (other than as a result of a termination pursuant to Section 11 or clauses (i), (iii) or (iv) of Section 10 or the default by one or more of the Initial Purchasers in its or their respective obligations hereunder) 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 reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby. View More
Payment of Expenses. (a) Whether or not The Partnership agrees to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including under this Agreement or any Terms Agreement, whether or not the transactions contemplated hereby or thereby are consummated, including, without limitation, limitation: 22 (i) the costs incident to the authorization, issuan...ce, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing or reproduction and filing under with the Securities Act Commission of the Registration Statement (including financial statements and exhibits thereto), the Prospectus and each Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Preliminary Prospectus, any and each Issuer Free Writing Prospectus, Prospectus and all amendments or supplements to any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing them, as may, in each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred case, be reasonably requested for use in connection with the offering and sale of the Offered Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Offered Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Offered 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 Offered Units; (v) the registration of the Offered Units under the Exchange Act and the listing of the Offered Units on the NYSE; (vi) any registration or qualification and determination of eligibility for investment of the Securities Offered Units for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate several states (including filing fees and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) Managers relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees charged and the reasonable fees and expenses of counsel for the Managers relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of the rating agencies for rating Partnership's representatives in connection with presentations to prospective purchasers of the Securities; (vii) Offered Units; (ix) the fees and expenses of the Trustee Partnership's accountants and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel (including local and special counsel) reasonably incurred by for the Underwriters Partnership; (x) the reasonable documented out-of-pocket expenses of the Managers, including the reasonable fees, disbursements and expenses of counsel for the Managers in connection with this Agreement and the offering Registration Statement and ongoing services in connection with the transactions contemplated hereby. hereunder; and (xi) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder. 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 Borrowed Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under ...the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) (iv) the fees and expenses incurred in connection with the registration or qualification of the Borrowed Shares and determination of eligibility for of investment of the Securities thereof 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 Underwriters and the rating agencies for rating Borrower) not to exceed $30,000 without the Securities; (vii) the fees and expenses prior written consent of the Trustee Company when taken together with the amount incurred in connection with clause (viii) below); (v) the cost of preparing stock certificates; (vi) the costs 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, in an amount not to exceed $30,000 (exclusive of filing fees) without the Financial Industry Regulatory Authority; prior written consent of the Company when taken together with the amount incurred in connection with clause (iv) above; (viii) all reasonable and (ix) all documented expenses incurred by the Company in connection with any "road show" presentation to potential investors; investors, provided, however, that except as provided in Section 7 or this Section 11, the Company and the Underwriters shall each pay 50% of the total costs of chartering any aircraft to be used in connection with any such "road shows"; and (ix) all expenses and application fees related to the listing of the Borrowed Shares on the New York Stock Exchange. (b) Except as provided for by this Agreement, the Underwriters and the Borrower will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising travel and lodging expenses (other than with respect to any road show presentation) connected with any offers they make. (b) of the Representative. (c) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Borrowed Shares for delivery to the Borrower or the Underwriters at the Closing Date in accordance with this Agreement or (iii) the Borrower or the Underwriters decline to purchase borrow the Securities for Borrowed Shares because any reason permitted under this Agreement, of the conditions to the Borrower's or Underwriters' obligations set forth in Section 6 have not been met, the Company agrees to reimburse the Borrower and/or 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 Borrower and/or the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, the Company will not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Borrowed Shares. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all reasonable and documented costs and expenses incident to the performance of its obligations hereunder, hereunder including without limitation, the following: (i) the costs incident all filing fees and communication expenses related to the authorization, issuance, s...ale, preparation and delivery registration of the Securities and any taxes payable to be sold in that connection; (ii) the costs incident to Offering including all expenses in connection with the preparation, printing printing, formatting for EDGAR and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees all fees, disbursements and expenses of the Company's counsel and independent accountants; accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all fees and expenses in connection with listing the Common Stock on the Nasdaq Capital Market; (v) the fees costs of all mailing and printing of the underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney); (vi) all reasonable travel expenses of the Company's officers and employees and any other expenses incurred in connection with the registration attending or qualification and determination of eligibility for investment hosting meetings with prospective purchasers of the Securities under Securities; 25 (vii) any stock transfer taxes payable upon the laws transfer 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 securities by the rating agencies for rating Company to the Securities; (vii) the fees Underwriters 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 other taxes 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) or the Company Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Common Stock; (x) any reason fails to tender reasonable cost and expenses in conducting background checks of the Securities for delivery Company's officers and directors by a background search firm acceptable to the Underwriters or (iii) Representative; (xi) fees of Underwriters' Counsel; (xii) the Underwriters decline to purchase cost of preparing, printing and delivering certificates representing each of the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for Securities; and (xiii) all out-of-pocket costs and expenses (including the other costs, fees and expenses incident to the performance of their counsel) reasonably incurred by the Underwriters Company obligations hereunder which are not otherwise specifically provided for in this Section 5. The Company and the Representative acknowledge that the Company has previously paid to the Representative advances in an amount of $15,000 (the "Advance") against the Representative's out-of-pocket expenses. Any portion of the Advance not used shall be returned back to the Company to the extent not incurred. The Representative's total out-of-pocket accountable expenses (including reasonable and documented legal fees and expenses) in connection with this Agreement the Offering shall not exceed $230,000 (inclusive of the Advance previously paid to the Representative). In the event the Offering is terminated prior to the Closing Date, the Representative's total out-of-pocket accountable expenses (including reasonable and documented legal fees and expenses) in connection with the Offering shall not exceed $125,000, inclusive of the Advance and the offering contemplated hereby. Representative shall return any portion of the Advance not used to pay its accountable out-of-pocket expenses actually incurred. View More
