Payment of Expenses Clause Example with 1,950 Variations from Business Contracts
This page contains Payment of Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities A...ct of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.View More
Variations of a "Payment of Expenses" Clause from Business Contracts
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company 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 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 24 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 The Company agrees to pay, or not reimburse if paid by the Initial Purchasers, 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 Initial Purchase...rs and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) (b) the costs of reproducing and distributing each of the Transaction Documents; (iv) (c) the costs incident to the preparation, printing and distribution of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication, any Permitted General Solicitation and the Offering Memorandum, any amendments, supplements and exhibits thereto or any document incorporated by reference therein; (d) the fees and expenses (including reasonable related fees and expenses of counsel to the Initial Purchasers) of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 4(f) and of preparing, printing and distributing wrappers, "Blue Sky Memoranda" and "Legal Investment Surveys", if any; (e) all fees and expenses of the Trustee, registrar and transfer agent of the Securities; (f) any fees charged by rating agencies for rating the Securities; (g) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (h) all expenses and application fees related to the listing of the Underlying Securities on the NASDAQ GSM; and (i) 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 and Initial Purchasers' personnel in connection with any "road show" presentation to potential investors; including, without limitation, any expenses advanced by the Initial Purchasers on the Company's behalf (which will be promptly reimbursed)); 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 shall not be obligated to pay 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 fees, disbursements and expenses of their counsel) reasonably incurred by counsel to the Underwriters Initial Purchasers pursuant to clause (d) of this Section 5 in connection with this Agreement and excess of $10,000 in the offering contemplated hereby. aggregate. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or not reimburse if paid by the Initial Purchasers, 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 Initial Purchase...rs and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) (b) the costs of reproducing and distributing each of the Transaction Documents; (iv) (c) the costs incident to the preparation, printing and distribution of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum, any amendments, supplements and exhibits thereto or any document incorporated by reference therein; (d) the fees and expenses (including reasonable related fees and expenses of counsel to the Initial Purchasers) of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 4(f) and of preparing, printing and distributing wrappers, "Blue Sky Memoranda" and "Legal Investment Surveys", if any; (e) all fees and expenses of the Trustee, registrar and transfer agent of the Securities; (f) any fees charged by rating agencies for rating the Securities; (g) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (h) all expenses and application fees related to the listing of the Underlying Securities on the NASDAQ GSM; and (i) 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 and Initial Purchasers' personnel in connection with any "road show" presentation to potential investors; including, without limitation, any expenses advanced by the Initial Purchasers on the Company's behalf (which will be promptly reimbursed)); 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 shall not be obligated to pay 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 fees, disbursements and expenses of their counsel) reasonably incurred by counsel to the Underwriters Initial Purchasers pursuant to clause (d) of this Section 5 in connection with this Agreement and excess of $10,000 in the offering contemplated hereby. aggregate. 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 Underwriter 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 Underwriter 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 Underwriter 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 Underwriter 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) Underwriter; (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 Underwriter; (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 Underwriter's counsel. The total amount payable pursuant to such parties); (viii) all (d) and (m) to the Underwriter shall not to exceed $50,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, the Underwriter shall bear the costs and 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. (b) Non-accountable Expenses. On the Closing Date, the Company shall pay to the Underwriter, 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), provided, however, that except as in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter pursuant to Section 6(d) hereof. 20 (c) Underwriter Expenses. Except to the extent otherwise provided in Section 7 or this Section 11, 6 or Section 8 hereof, the Underwriters shall Underwriter will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred counsel, 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 or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under th...e Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the costs, fees and expenses incurred in connection with the registration performance of its obligations under this Agreement, whether or qualification not the transactions contemplated hereby are consummated, including without limitation (i) all expenses incident to the issuance and determination of eligibility for investment delivery of the Securities under Shares (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the laws issuance and sale of such jurisdictions as the Representatives may designate Shares to the Managers, (iii) all fees and expenses of the Company's counsel, independent public or certified public accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and 22 certificates of experts), each Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (v) all filing fees, attorneys' fees and expenses incurred by the Company or the Managers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Managers, preparing a Blue "Blue Sky Memorandum Survey" or memorandum, and any supplements thereto, advising the Managers of such qualifications, registrations and exemptions, (vi) the filing fees incident to the review and approval by FINRA of the terms of the sale of the Shares, (vii) the fees and expenses associated with listing of the Shares on the NYSE, (viii) all fees and expenses of the registrar and transfer agent of the Common Stock, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the related Company in connection with approval of the Shares by DTC for "book-entry" transfer, (x) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and (xi) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 5 and in Section 7 hereof, the Managers shall pay their own expenses, including the fees and disbursements of their counsel. (b) If this Agreement is terminated in accordance with the provisions of Section 8 hereof and the aggregate offering price of all Shares offered and sold pursuant to this Agreement does not equal or exceed $45,000,000, the Company shall reimburse each Manager for all of its reasonable and documented out-of-pocket expenses up to $85,000, including the reasonable fees, disbursements and expenses of counsel for the Underwriters); (vi) any fees charged Managers incurred 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 it 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. by this Agreement. 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 offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of 25 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 ("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 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 Prospectus 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 The Company agrees to pay, or reimburse if paid by the Placement Agent, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Stock to the Purchasers a...nd any taxes payable in that connection; (ii) (b) the costs incident to the preparation, printing and filing registration of the Stock under the Securities Act Act; (c) the costs incident to the preparation and distribution of the Registration Statement, Statements, 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 electronically reproducing and distributing each this Agreement, the Securities Purchase Agreements and any closing documents by mail or other means of communications; (d) the fees and expenses (including related reasonable and documented fees and expenses of counsel for the Placement Agent) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Stock and any filings made with FINRA, if applicable; (e) any applicable listing or other fees; (f) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Stock; and (i) 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) accountants provided that the fees and Company shall not be liable for an shall not be obligated to pay any such fees, costs, expenses or disbursements to the Placement Agent for out-of-pocket expenses (including fees, costs, expenses or disbursement for Placement Agent counsel) in excess of $25,000 in the aggregate for any such out-of-pocket expenses incurred pursuant to this Agreement), except to the extent otherwise provided in connection with this Section 6 and in Section 10, the registration or qualification Placement Agent shall pay its own costs 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) expenses, including the fees and expenses of the Trustee its counsel and the paying agent (including related fees and expenses of advertising any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance offering of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred Stock made 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. Placement Agent. 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) 23 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 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 ("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 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 Prospectus 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 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 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 fees charged filings required to be made with FINRA (including filing fees); (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 documented out-of-pocket expenses of the Managers, including the reasonable fees, disbursements and expenses of counsel for the Managers in connection with this Agreement and the offering Registration Statement and ongoing services in connection with the transactions contemplated hereby. hereunder; and (xi) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities 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, preliminary prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information the General 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 of the Company's counsel incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state securities or blue sky laws of such jurisdictions as the Representatives Sales Agents may designate reasonably designate; (v) the cost of preparing stock certificates and closing transcripts; (vi) the preparation, printing costs and distribution charges of a Blue Sky Memorandum (including the related fees any transfer agent and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; registrar; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); Subscription Agent; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (other than the Financial Industry Regulatory Authority; fees of the Sales Agents' counsel incurred in connection therewith); and (ix) all expenses incurred by the Company or the Bank in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 investors. 22 (b) Subject to the last sentence of this section, whether or not the transactions contemplated by 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) Agreement are consummated or this Agreement is terminated terminated, the Company and the Bank shall reimburse the Sales Agents for their reasonable attorney's fees and related legal expenses, not to exceed $75,000, as well as all out-of-pocket expenses incurred from time to time in connection with the provision of their services hereunder, including database and similar information charges related to third party vendors; travel-related expenses; postage, telecommunication, printing, and duplicating expenses, and any background checks on individuals required for compliance purposes, not to exceed $25,000 in aggregate. The previously paid aggregate retainer fee ($40,000) will be applied to any reimbursement of expenses required hereby. If any compensation or expenses payable to the Sales Agents pursuant to this Agreement are not fully paid when due, the Company and the Bank agrees to pay all costs of collection or other enforcement of the Sales Agents' rights hereunder, including but not limited to attorneys' fees and expenses, whether collected or enforced by suit or otherwise. Notwithstanding anything to the contrary herein, in the event the Offering is consummated in accordance with Section 6 hereof, in no event shall the aggregate amount of expenses for which the Sales Agents are reimbursed, when aggregated with the aggregate amount of the Advisory Fee paid thereto 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 2(a) of this Agreement, amount in the Company agrees aggregate to reimburse more than eight percent (8%) of the Underwriters for all out-of-pocket costs and expenses (including gross proceeds from the fees and expenses sale of their counsel) reasonably incurred by Shares sold in the Underwriters in connection with this Agreement and the offering contemplated hereby. Offering. View More
