Payment of Expenses Clause Example with 1,950 Variations from Business Contracts
This page contains Payment of Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities A...ct of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.View More
Variations of a "Payment of Expenses" Clause from Business Contracts
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement is terminated, consummated, the Company Transferor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, including without limitation, (i) the costs incident to printing of the authorization, issuance, sale, Preliminary Prospectus and the Prospectus and of each amendment or supplement thereto, (ii) the prepara...tion of this Agreement and each Transaction Document, (iii) the preparation, issuance and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident Underwritten Notes to the preparation, Underwriters, (iv) the fees and disbursements of the counsel to the Transferor and the fees and disbursements of the Transferor's accountants, (v) the qualification of the Underwritten Notes under securities laws in accordance with the provisions of Section 5(f), including filing fees in connection with the preparation of any blue sky and legal investment survey, (vi) the printing and delivery to the Underwriters of copies of the Preliminary Prospectus and the Prospectus and of each amendment or supplement thereto, (vii) the preparation and filing under the Securities Act of the Registration Statement, Statement and all amendments thereto, (viii) the Preliminary Prospectus, printing and delivery to the Underwriters of copies of any Issuer Free Writing Prospectus, blue sky or legal investment survey prepared in connection with the Underwritten Notes and any Time of Sale Information and supplements thereto, (ix) any fees charged by each Note Rating Agency for the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each rating of the Transaction Documents; (iv) Underwritten Notes, (x) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc., (xi) the fees and expenses of the Company's counsel Owner Trustee and independent accountants; (v) the fees its counsel, and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) (xii) the fees and expenses of the Indenture Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. its counsel. View More
Payment of Expenses. (a) Whether or not Company Expenses. The Company hereby agrees to pay on the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid Closing Date all costs and expenses incident to the performance of its the obligations hereunder, including without limitation, (i) of the costs incident Company under this Agreement including, but not limited to: (a) all filing fees and expenses relating to the authorization, issuance, s...ale, preparation registration of the Shares with the Commission; (b) all filing fees and delivery expenses associated with the review of the offering of the Shares by FINRA; (c) all fees and expenses relating to the listing of the Shares on the Exchange (to the extent relevant) and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company's officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Shares as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities and any taxes payable in that connection; (ii) under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs incident to of all mailing and printing of the preparation, printing and filing under the Securities Act of underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, Prospectus or any Time Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriters may reasonably deem necessary; (h) the costs and expenses of Sale Information the public relations firm referred to in the engagement letter between the Company and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) Representative; (i) the costs of reproducing preparing, printing and distributing each delivering certificates representing the Shares; (j) fees and expenses of the Transaction Documents; (iv) transfer agent for the shares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the fees and expenses of the Company's counsel and independent accountants; (v) (m) the fees and "road show" 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 reasonable fees and expenses of the Trustee Company's legal counsel and the paying agent (including related other agents and representatives and fees and expenses of any counsel the Underwriters' counsel. The total amount payable pursuant to such parties); (viii) all (d) and (m) to the Underwriters shall not to exceed $100,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriters. Except as provided for in this Agreement, the Underwriters shall bear the costs and application fees expenses incurred by them in connection with any filing with, and clearance the sale of the offering by, Shares and the Financial Industry Regulatory Authority; and (ix) all expenses incurred transactions contemplated thereby. 17 (b) Non-accountable Expenses. On the Closing Date, the Company shall pay to the Representative, by deduction from the net proceeds of the Offering a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by the Company in connection with any "road show" presentation to potential investors; from the sale of the Firm Shares) less the Advance (as defined below), provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation event that the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement Offering is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, terminated, the Company agrees to reimburse the Underwriters for pursuant to Section 6(d) hereof. (c) Underwriter Expenses. Except to the extent otherwise provided in this Section 6 or Section 8 hereof, the Underwriters will pay all out-of-pocket of their own costs and expenses (including expenses, including the fees and expenses of their counsel) reasonably incurred counsel, any stock transfer taxes on resale of any of the Shares held by them, and any advertising expenses connected with any offers they may make. (d) Company Reimbursement. The provisions of this Section 6 shall not affect any agreement that the Underwriters in connection with this Agreement Company may make for the sharing of such costs and the offering contemplated hereby. expenses. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or not reimburse if paid by the Placement Agents, upon consummation of 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) hereby: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities to the Placement Agents a...nd any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Securities under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, 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 printing, reproducing and distributing each any transaction document by mail or other means of communications; (d) any filing fees required to be paid in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Securities; (e) any applicable listing, quotation or other fees; (f) the reasonable fees and expenses of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 4(i) and of preparing, printing and distributing wrappers, and "Blue Sky Memoranda," provided that the total fees and expenses of counsel to the Placement Agents to be paid by the Company under this Section 5(f) shall not exceed $5,000; (g) the cost of preparing and printing stock certificates, if any; (h) all fees and expenses of the registrar and transfer agent of the Common Stock and Warrant Shares; (i) the fees payable to the Placement Agents pursuant to Section 2(e); (j) the reasonable fees and expenses of counsel to the Placement Agents (other than those incurred pursuant to clause (f) of this Section 5), not to exceed 1% of the gross proceeds from the offering of the Securities; and (k) all other costs and expenses incident to the Offering 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 travel and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and 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 other expenses incurred by the Company Company's personnel in connection with any "road show" presentation to potential investors; provided, however, that except including, without limitation, any expenses advanced by the Placement Agents on the Company's behalf (which will be promptly reimbursed)). Except as specifically provided in Section 7 or this Section 11, 5 and Sections 7 and 9, the Underwriters Placement Agents 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 hereunder are consummated or this Agreement is terminated, consummated, the Company Transferors will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, under this Agreement, including without limitation, (i) the costs incident to printing of the authorization, issuance, sale, Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus and of each amend...ment or supplement thereto, (ii) the preparation of this Agreement and each Transaction Document, (iii) the preparation, issuance and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident Certificates 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 to the Transferors and independent accountants; (v) the fees and expenses incurred disbursements of the Transferors' accountants, (v) the qualification of the Certificates under securities laws in accordance with the provisions of Section 5(f), including filing fees in connection with the registration or qualification preparation of any blue sky and determination legal investment survey, (vi) the printing and delivery to the Underwriters of eligibility for investment copies of the Securities under Preliminary Prospectus, the laws of such jurisdictions as the Representatives may designate Ratings Free Writing Prospectus and the preparation, Prospectus and of 13 each amendment or supplement thereto, (vii) the preparation and filing of the Registration Statement and all amendments thereto, (viii) the printing and distribution delivery to the Underwriters of a Blue Sky Memorandum (including copies of any blue sky or legal investment survey prepared in connection with the related fees Certificates and expenses of counsel for the Underwriters); (vi) any supplements thereto, (ix) any fees charged by each Rating Agency for the rating agencies for rating of the Securities; (vii) Certificates, (x) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc., (xi) the fees and expenses of the Trustee and the paying agent (including related fees its counsel and expenses (xii) one-half of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the (the other half of such fees and expenses of their counsel) reasonably incurred disbursements to be paid for by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters). View More
Payment of Expenses. (a) Whether or not The Company covenants and agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, several Purchasers that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the issue of the Securities and the shares of Common Stock issuable upon conversion of the Securities and all other expenses in connection with the preparation, prin...ting, reproduction and filing of the Preliminary Offering Memorandum and the Offering Memorandum and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Purchasers and dealers; (ii) the cost of printing or producing any Agreement among Purchasers, this Agreement, the Indenture, the Capped Call Confirmations, the Securities, the Blue Sky and legal investment memoranda, closing documents (including any compilations thereof), Permitted General Solicitation Materials and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities and the shares of Common Stock issuable upon conversion of the Securities for offering and sale under state securities laws as provided in Section 3(c) hereof, including the reasonable and documented fees and disbursements of counsel for the Purchasers in connection with such qualification and in connection with the Blue Sky and legal investment memoranda; provided that the reasonable fees of counsel for the Purchasers relating to subclause (iii) of this Section 10 shall not exceed $10,000; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (vii) all costs and expenses incurred in connection with any "road show" presentation to potential purchasers of the Securities; (viii) any cost incurred in connection with the listing of the shares of Common Stock issuable upon conversion of the Securities; and (ix) all other costs and expenses incident to the performance of its obligations hereunder, hereunder which are not otherwise specifically provided for in this Section 10, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation any stamp, transfer and delivery of the Securities and any 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, 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 original issue and determination of eligibility for investment sale of the Securities under to 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, Purchasers. It is understood, however, that that, except as provided in Section 7 or this Section 11, 10, and Sections 6 and 13 hereof, the Underwriters shall Purchasers 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) 30 11. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Purchaser referred to in Section 6 hereof. Nothing in this Agreement is terminated pursuant intended or shall be construed to Section 9, (ii) the Company for give any reason fails to tender the Securities for delivery to the Underwriters other person any 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 and the offering contemplated hereby. or any provision contained herein. No purchaser of Securities from any Purchaser 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 agrees to 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 hereunder are consummated or this Agreement is terminated, including without limitation, expenses, fees and taxes in connection with: (i) the costs incident to the authorization, is...suance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, each preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus, and any Time of Sale Information amendments or supplements thereto, and the Prospectus printing and furnishing of copies of each thereof to the Underwriter 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 Underwriter, including any stock or other transfer taxes or duties payable upon the sale of the Shares to the Underwriter; (iii) the printing of this Agreement and any dealer agreements and furnishing of copies of each to the Underwriter 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) Underwriter have mutually agreed are appropriate and the costs determination of reproducing their eligibility for investment under state law as aforesaid, and distributing each the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriter and to dealers; (v) filing for review of the Transaction Documents; (iv) public offering of the Shares by FINRA; (vi) 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; (vii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment inclusion of the Securities under Shares in the laws New York Stock Exchange; (viii) all costs and expenses incident to the travel and accommodation of such jurisdictions as employees of the Representatives may designate and Company in making road show presentations with respect to the preparation, printing and distribution offering of a Blue Sky Memorandum (including the related fees Shares, including costs and expenses of counsel for charter flights and limousines shared with employees of the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees Underwriter and including costs and expenses of the Trustee and the paying agent (including related fees road show luncheons; (ix) costs and expenses of any counsel to such parties); (viii) all expenses internet road show; (x) preparing and application fees incurred in connection with any filing with, distributing bound volumes or CD-ROMs of transaction documents for the Underwriter and clearance its legal counsel; and (xi) the performance of the offering by, Company's and the Financial Industry Regulatory Authority; Operating Partnership's other obligations hereunder. Upon the request of the Underwriter, the Company will provide funds in advance for filing fees. The Company agrees that the Underwriter may deduct from the aggregate purchase price for the Shares otherwise payable to the Company pursuant to this Agreement the amounts for which the Underwriter is entitled to reimbursement pursuant to this subsection 5(a) and (ix) all expenses incurred any additional amounts the Underwriter incur on behalf of the Company that are payable by the Company in connection with any "road show" presentation pursuant to potential investors; provided, however, that except this subsection 5(a). 29 (b) If this Agreement shall be terminated by the Underwriter pursuant to clauses (i), (iv)(a), (vi) or (vii) of Section 7, the Company will reimburse the Underwriter for all out-of-pocket expenses (such as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs printing, facsimile, courier service, direct computer expenses, accommodations, travel and expenses, including without limitation the fees and disbursements of their counsel Underwriter's 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) other advisors, accountants, appraisers, etc. reasonably incurred by the Underwriters such Underwriter in connection with this Agreement and or the offering transactions contemplated hereby. herein. 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 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 Units and any taxes payable in that connection; 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; thereof, (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's Partnership's counsel and independent accountants; (v) accountants, (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum 35 (including the related fees and expenses of counsel for the Underwriters); Underwriters), (v) the cost of preparing certificates, if any, representing the Units, (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar, (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; related fees and (ix) expenses of counsel for the Underwriters in an amount not to exceed $40,000), (viii) all expenses incurred by the Company Partnership in connection with any "road show" presentation to potential investors; provided, however, provided that except as provided in Section 7 or this Section 11, with respect to the costs of any chartered aircraft the Partnership shall pay fifty percent (50%) of such costs and the Underwriters shall pay their own fifty percent (50%) of such costs; provided, further, that the Partnership shall pay one hundred percent (100%) of the costs of any aircraft chartered solely for use by directors, officers or employees of the Partnership and expenses, including without limitation (ix) all expenses and application fees related to the fees and disbursements listing of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Units on the NYSE. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company Partnership for any reason fails to tender the Securities Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for Units because of any reason permitted under failure or refusal on the part of any Ares Party to comply with the terms of this Agreement, Agreement or the Company conditions of this Agreement are not satisfied, the Partnership agrees to reimburse the Underwriters as have so terminated this Agreement with respect to themselves severally and are not in default hereunder 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 Agreement are consummated or this Agreement is terminated, the Company Expenses. The Partnership will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the prepara...tion, printing and filing under the Securities Act of the Registration Statement, Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the word processing, printing and delivery to the Underwriters of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the counsel, accountants and other 24 advisors to the Partnership, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 4(a)(vi) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplements thereto, (vi) the printing and delivery to the Underwriters of copies of each Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information the documents constituting the Disclosure Package and the Prospectus (including all exhibits, and any amendments or supplements thereto, (vii) the preparation, printing and supplements thereto) and delivery to the distribution thereof; (iii) the costs Underwriters of reproducing and distributing each copies of the Transaction Documents; (iv) Blue Sky Survey and any supplements thereto, (viii) the fees and expenses of the Company's counsel transfer agent and independent accountants; (v) registrar for the Securities, (ix) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under on the laws of such jurisdictions as NASDAQ and (x) the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses disbursements 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 Underwriters in connection with any filing with, the copying and clearance delivery of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred closing documents delivered by the Company in connection with Partnership or the Partnership's accountants or counsel (including 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 local counsel). (b) Termination of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) Agreement. If (i) this Agreement is terminated pursuant to by the Representatives in accordance with the provisions of Section 9, (ii) 6 or Section 10(a)(i) or (v) hereof, 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 Partnership shall reimburse the Underwriters for all out-of-pocket costs and expenses (including of their out of pocket expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by counsel for the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters. 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 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 Prospectus 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 27 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 by for the Underwriters Partnership; (x) 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 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 preparation, printing or reproduction and filing with the Commission of the ...Registration Statement (including financial statements and exhibits thereto) and the Prospectus, and any amendment or supplement thereto; (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 and the Prospectus, and each amendment or supplement to either of them, as may, in each case, be reasonably requested for use in connection with the authorization, issuance, sale, preparation offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, any taxes payable blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in that connection; (ii) connection with the costs incident to offering of the preparation, printing and filing Shares; (v) the registration of the Shares under the Securities Exchange Act and the listing of the Registration Statement, Shares on the Preliminary Prospectus, NYSE; (vi) any Issuer Free Writing Prospectus, any Time registration or qualification of Sale Information the Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees and the Prospectus reasonable fees and expenses of Managers' Counsel relating to such registration and 17 qualification); (vii) any filings required to be made with FINRA (including all exhibits, amendments and supplements thereto) filing fees and the distribution thereof; (iii) reasonable fees and expenses of Managers' Counsel relating to such filings); (viii) the costs transportation and other expenses incurred by or on behalf of reproducing and distributing each Partnership representatives in connection with presentations to prospective purchasers of the Transaction Documents; (iv) Shares; (ix) the fees and expenses of the Company's counsel Partnership's accountants and independent accountants; (v) the fees and expenses incurred in connection with of counsel (including local and special counsel) for the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate Partnership and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) any fees charged Managers; and (x) all other costs and expenses incident to the performance by the rating agencies for rating the Securities; (vii) the fees and expenses Partnership 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, its obligations hereunder. It is understood, however, that except as provided in Section Sections 3(a)(v) and 7 or this Section 11, the Underwriters shall hereof, each Manager will pay their all of its own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with entering into this Agreement and the offering transactions contemplated hereby. by this Agreement. View More
