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 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, under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation, limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securi...ties 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 28 financial statements and exhibits thereto), the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Preliminary Prospectus, any and each Issuer Free Writing Prospectus, and all amendments or supplements to any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing them, as may, in each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the NYSE; (vi) any registration or qualification and determination of eligibility for investment of the Securities Units for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate several states (including filing fees and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) 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 Partnership representatives in connection with presentations to prospective purchasers of the rating agencies for rating the Securities; (vii) Units; (ix) the fees and expenses of the Trustee Partnership's accountants and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel (including local and special counsel) reasonably incurred for the Partnership; (x) the reasonable documented out-of-pocket fees, disbursements and expenses of counsel for the Managers (which shall be one outside counsel for all Managers unless otherwise agreed by the Underwriters Partnership) 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. Notwithstanding the foregoing, except as provided in this Section 5(a), each Manager shall pay all of its own out-of-pocket costs and expenses incurred in connection with entering into this Agreement and the transactions contemplated 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 Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Secur...ities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel 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 Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including (including, subject to clause (c) below, the related reasonable fees and expenses of counsel for the Underwriters); Underwriter); (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, subject to clause (c) below, the Financial Industry Regulatory Authority; reasonable fees and (ix) expenses of counsel for the Underwriter); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided the Underwriter shall be responsible for 100% of the third party costs of any private aircraft incurred in Section 7 or this Section 11, connection with such roadshow; and (ix) all expenses and application fees related to the Underwriters shall pay their own costs and expenses, including without limitation listing of the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. Shares on the Exchange. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, 11, (ii) the Company or the Selling Shareholder for any reason fails fail to tender the Securities Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees and the Selling Shareholder agree to reimburse the Underwriters Underwriter for all documented out-of-pocket costs and expenses (including (including, subject to clause (c) below, the reasonable fees and expenses of their counsel) counsel for the Underwriter) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby. If this Agreement is terminated pursuant to clause (i), (iii) or (iv) of Section 11, the Company and the Selling Shareholder agree to reimburse the Underwriter for 50% of all documented out-of-pocket costs and expenses (including, subject to clause (c) below, the reasonable fees and expenses of counsel for the Underwriter) reasonably incurred by the Underwriter in connection with this Agreement and the offering contemplated hereby. 31 (c) Notwithstanding the foregoing, as between the Company and the Selling Shareholder, each of the Company and the Selling Shareholder acknowledge and agree that if and to the extent that clauses (a) and (b) above conflict with the terms of the Shareholders' Agreement or the Purchase Agreement, the terms of the Shareholder Agreement or the Purchase Agreement, as applicable shall govern the responsibilities and obligations of the Company and the Selling Shareholder. View More
Payment of Expenses. (a) Whether (a)Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and print...ing 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, amendments and supplements any amendment or supplement 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 reasonably 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 any filing with, and clearance the approval of the offering by, the Financial Industry Regulatory Authority; Securities for book-entry transfer by DTC; 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 investors. (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 Initial Purchasers, (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, Agreement or (iv) the purchase of the Securities by the Initial Purchasers is not consummated for any other reason (other than a breach of this Agreement by the Initial Purchasers), the Company agrees to reimburse the Underwriters Initial Purchasers for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby. 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 Initial Purchaser 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 Securities from any Initial Purchaser shall be deemed to be a successor merely by reason of such purchase.13. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Initial Purchaser, Indemnified Party, the Company or any controlling person, and will survive delivery of and payment for the Securities. If any Securities have been purchased hereunder, the representations and warranties in Section 3 and all obligations under Section 4 shall also remain in effect.14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term "Exchange Act" collectively means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder; and (d) the term "written communication" has the meaning set forth in Rule 405 under the Securities Act. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriter, 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 Stock by the Selling stockhol...ders and any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Stock under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto or any document incorporated by reference therein and supplements thereto) and the distribution thereof; (iii) the costs of reproducing printing, the Master Selected Dealers' Agreement, the Underwriter's Questionnaire, this Agreement and any closing documents by mail, telex or other means of communications; (d) the fees and expenses (including related fees and expenses of counsel for the Underwriter) incurred in connection with securing any required review by FINRA of the terms of the sale of the Stock and any filings made with FINRA, (e) any applicable listing or other fees; (f) the fees and expenses (including related fees and expenses of counsel to the Underwriter) of qualifying the Stock under the securities laws of the several jurisdictions as provided in Section 4(i)(h)) and of preparing, printing and distributing each wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Transaction Documents; (iv) registrar and transfer agent of the Stock; (i) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Stock, including, without limitation, expenses of the Company 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 consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants, including the cost of any aircraft chartered in connection with the road show, and (j) all other costs and expenses incident to the offering of the Stock 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) accountants ); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9, the Underwriter shall pay its own costs and expenses, including the fees and expenses incurred in connection with of their counsel not contemplated herein, any transfer taxes on the registration or qualification resale of any Stock by them and determination the expenses of eligibility for investment advertising any offering of the Securities under Stock made by the laws Underwriter. Each Selling stockholder will pay all fees and expenses incident to the performance of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related Selling stockholder's obligations under this Agreement which are not otherwise specifically provided for herein, including but not limited to any 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 such Selling stockholder, such Selling stockholder's pro rata share 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, taxes incident to the sale and clearance delivery of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred Stock to be sold 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 such Selling stockholder to the Underwriters or (iii) Underwriter hereunder. The underwriting discount associated with the Underwriters decline sale of the Stock to purchase be sold by such Selling stockholder hereunder shall be deducted from the Securities for any reason permitted under this Agreement, Selling stockholders' proceeds from the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses sale of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. such Stock. View More
Payment of Expenses. (a) Whether The Company agrees to pay all costs, fees, expenses and taxes incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs including expenses, fees and expenses incident to the performance of its obligations hereunder, including without limitation, taxes in connection with (i) the costs incident to the aut...horization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, the Preliminary Prospectus, any Issuer Free Writing Prospectus, Prospectus and any Time of Sale Information amendments or supplements thereto, and the Prospectus printing and furnishing of copies of each thereof to the Underwriters and to dealers (including all exhibits, amendments costs of mailing and supplements thereto) shipment), (ii) the preparation, issuance and delivery of the certificates for the Shares to the Underwriters, if applicable, including any stock or other transfer taxes or duties payable upon the sale of the Shares to the Underwriters, (iii) the printing of this Agreement and any dealer agreements and furnishing of copies of each to the Underwriters and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws that the Company and the distribution thereof; (iii) Representative have mutually agreed are appropriate and the costs determination of reproducing their eligibility for investment under state law as aforesaid (including the reasonable legal fees and distributing each filing fees and other reasonable disbursements of counsel for the Underwriters related to such qualification) and -20- the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) filing for review of the Transaction Documents; (iv) public offering of the Shares by FINRA (including the reasonable legal fees and filing fees and other reasonable disbursements of counsel for the Underwriters relating thereto), (vi) all fees and disbursements of counsel and accountants for the Company, (vii) the fees and expenses of any transfer agent or registrar for the Company's counsel Shares and independent accountants; (v) miscellaneous expenses referred to in the Registration Statement, (viii) costs of customary background investigations of Company directors and personnel, (ix) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment inclusion of the Securities under Shares on the laws of such jurisdictions as NASDAQ, (x) making road show presentations with respect to 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 offering 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, Shares, except that except as provided in Section 7 or this Section 11, the Underwriters shall pay be responsible for 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 expenses related to accommodations and non-shared travel, (xi) preparing and distributing electronic cd volumes of transaction documents for the Representative and its legal counsel, and (xii) the performance of the Company's other obligations hereunder. Upon the request of the Representative, the Company will provide funds in advance for filing fees. Notwithstanding the foregoing, the maximum amount the Company shall be obligated to reimburse the Underwriters under this Agreement in respect of its expenses and legal fees, but exclusive of any offers they make. related filings fees, shall be an aggregate of $50,000. (b) If (i) this Agreement is shall be terminated pursuant to Section 9, (ii) by the Underwriters, or any of them, because (i) of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or (ii) if for any reason fails the Company shall be unable to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted perform its obligations under this Agreement, the Company agrees to will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable documented 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 Underwriters' counsel) reasonably incurred by the such Underwriters in connection with this Agreement and or the offering transactions contemplated hereby. herein, in accordance with Section 5(a) above. 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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 and Carnival plc, jointly and severally, agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; connection (...other than with respect to any value added tax ("VAT") to the extent that the Managers determine that they are able to obtain a credit or repayment of such VAT by way of VAT input tax or similar mechanism); (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) accountants, and the reasonable fees and expenses of the Manager's counsel (which shall be outside counsel for all Managers); (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 Managers may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); 33 Managers); (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; (vi) 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 aggregate amount not to exceed $15,000; (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 Underwriters shall pay their own costs and expenses, including without limitation listing of the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. Shares on the Exchange. (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 Managers or (iii) the Underwriters Managers decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees and Carnival plc jointly and severally agree to reimburse the Underwriters Managers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Managers 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, under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation, limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securi...ties 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 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, and all amendments or supplements to 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 them, as may, in each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the NYSE; (vi) any registration or qualification and determination of eligibility for investment of the Securities Units for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate several states (including filing fees and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) Managers relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. ("FINRA") (including filing fees charged and the reasonable fees and expenses of counsel for the 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) 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 and Carnival plc, jointly and severally, agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; connection (...other than with respect to any value added tax ("VAT") to the extent that the Managers determine that they are able to obtain a credit or repayment of such VAT by way of VAT input tax or similar mechanism); (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) accountants, and the reasonable fees and expenses of the Manager's counsel (which shall be outside counsel for all Managers); (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 Managers may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Managers); (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; (vi) 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 aggregate amount not to exceed $15,000; (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 Underwriters shall pay their own costs and expenses, including without limitation listing of the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. Shares on the Exchange. (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 Managers or (iii) the Underwriters Managers decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees and Carnival plc jointly and severally agree to reimburse the Underwriters Managers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Managers 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 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 26 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. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this the Terms Agreement are consummated or this the Terms Agreement is terminated, the Company will and each of the Guarantors agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) (b) ...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) (c) the costs of reproducing and distributing each of the Transaction Documents; (iv) Terms Agreement and the Securities; (d) the fees and expenses of the Company's and the Guarantors' counsel and independent accountants; (v) (e) 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 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) (f) any fees charged by the rating agencies for rating the Securities; (vii) (g) the fees and expenses of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); (viii) (h) all expenses and application fees incurred by the Company in connection with any filing with, and clearance of the any offering by, the Financial Industry Regulatory Authority; Authority and (ix) in connection the approval of the Securities for book entry transfer by DTC and (i) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, "roadshow" (except that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own expenses and 50% of the cost of any aircraft, in each case, in connection with any such "roadshow"). It is understood, however, that, except as provided in this Section and Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this the Terms Agreement is terminated pursuant to clause (i) of Section 9, 10, (ii) the Underwriters decline to purchase the Securities because the Company for any reason fails to tender the Securities for delivery to the Underwriters or the Company or any Guarantor fails to perform any of its obligations hereunder or (iii) the Underwriters decline to purchase the Securities for because any reason permitted under this Agreement, condition to the obligations of the Underwriters set forth in Section 11 hereof is not satisfied, the Company and each of the Guarantors jointly and severally 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 the Terms Agreement and the offering contemplated hereby. A-21 14. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or telefaxed to the Representative named in the Terms Agreement at the address or telefax number set forth therein; with a copy to Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005, Attention: Stuart Downing, or, if sent to the Company, will be mailed, delivered or telefaxed to Shelley Millano, General Counsel of L Brands, Inc. (telefax no. (614) 415-7188), and confirmed to Samuel P. Fried, Executive Vice President, Law Policy and Governance, of L Brands, Inc. at Three Limited Parkway, P.O. Box 16000, Columbus, Ohio 43216, Attention of the Legal Department, with a copy to Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, telefax (212) 701-5135, Attention: Deanna L. Kirkpatrick. View More
