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, As between the Company will and the Underwriters, the Company shall pay or cause to be paid all costs and expenses incident incidental 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 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) obligations under this Agreement, including the fees and following: (i) expenses incurred in connection with (A) qualifying the registration Class B Certificates for offer and sale under the applicable securities or qualification "blue sky" laws of such jurisdictions in the United States as the Representative reasonably designates (including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith), (B) endeavoring to maintain such qualifications in effect so long as required for the distribution of such Class B Certificates, (C) the review (if any) of the offering of the Class B Certificates by FINRA, (D) the determination of the eligibility of the Class B Certificates for investment of the Securities under the laws of such jurisdictions as the Representatives Underwriters may designate and (E) the preparation and distribution of any blue sky or legal investment memorandum by Underwriters' counsel; (ii) expenses incurred in connection with the preparation and distribution to the Underwriters and the dealers (whose names and addresses the Underwriters will furnish to the Company) to which Class B Certificates may have been sold by the Underwriters on their behalf and to any other dealers upon request, either of (A) amendments to the Registration Statement or amendments or supplements to the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not materially misleading or (B) amendments or supplements to the Registration Statement, the Time of Sale Prospectus, or the Prospectus so that the Registration Statement, the Time of Sale Prospectus or the Prospectus, as so amended or supplemented, will comply with law and the expenses incurred in connection with causing such amendments or supplements to be filed promptly with the Commission, all as set forth in Section 4(a) hereof; (iii) the expenses incurred in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Class B Certificates (within the time period required by Rule 456(b)(1), if applicable), and the cost of furnishing copies thereof to the Underwriters and dealers; (iv) expenses incurred in connection with the preparation, printing and distribution of a Blue Sky Memorandum (including this Agreement, the related Class B Certificates and the Operative Agreements; 21 (v) expenses incurred in connection with the delivery of the Class B Certificates to the Underwriters; (vi) reasonable fees and expenses disbursements of the counsel and accountants for the Underwriters); (vi) Company; (vii) to the extent the Company is so required under any fees charged by the rating agencies for rating the Securities; (vii) Operative Agreement to which it is a party, the fees and expenses of the Mortgagee, the Subordination Agent, the Class B Trustee and the paying agent (including related fees Liquidity Provider 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 reasonable 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) respective counsel; (viii) fees charged by rating agencies for rating the Company for any reason fails to tender the Securities for delivery Class B Certificates (including annual surveillance fees related 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 Class B Certificates as long as they are outstanding); (ix) all out-of-pocket costs and expenses (including the fees and expenses relating to appraisals of their counsel) reasonably the Aircraft; (x) all other reasonable out-of-pocket expenses incurred by the Underwriters in connection with the transactions contemplated by this Agreement (excluding the fees and disbursements of Milbank, Tweed, Hadley & McCloy LLP as counsel for the offering contemplated hereby. Underwriters); and (xi) except as otherwise provided in the foregoing clauses (i) through (x), all other expenses incidental to the performance of the Company's obligations under this Agreement, other than pursuant to Section 6. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses (together with any value added, withholding or other tax thereon) incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of th...e Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, Offering Memorandum, any Issuer Free Writing Prospectus, any other Time of Sale Information Information, any Issuer Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's and the Guarantors' 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 Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Initial Purchasers subject to a maximum amount of $15,000); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance the approval of the offering by, the Financial Industry Regulatory Authority; Securities for clearance and settlement through Euroclear and Clearstream; (ix) all expenses incurred by the Company and the Guarantors in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, (x) all expenses and application fees related to the Underwriters shall pay their own listing of 32 the Securities on the Exchange; (xi) the costs and expenses, including without limitation charges of any transfer agent or registrar; and (xii) all stamp or other issuance or transfer taxes or governmental duties, if any, payable by the fees Initial Purchasers in connection with the initial offer and disbursements sale of their counsel the Securities to the Initial Purchasers and any advertising expenses (other than with respect resales by the Initial Purchasers to any road show presentation) connected with any offers they make. the purchasers thereof. (b) If (i) this Agreement is terminated pursuant to Section 9, 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees and each of the Guarantors jointly and severally agree to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby. (c) All amounts chargeable by the Initial Purchasers under this Agreement shall be exclusive of VAT. If any VAT is properly chargeable on any amounts charged by any Initial Purchaser then such amounts shall be charged together with an amount equal to any VAT chargeable on the relevant supply. Such amount equal to VAT shall be payable upon delivery of an appropriate valid VAT invoice in respect of the supply to which the charge relates. Any amount for which the Initial Purchasers are to be reimbursed under this Agreement will be reimbursed together with an amount equal to any irrecoverable VAT, where appropriate (including, for the avoidance of doubt, any VAT on services provided from legal counsel or other service providers where the Initial Purchasers are required to self-assess and account for VAT in their role as recipient of such services). For the purposes of this Agreement, "VAT" means value added tax chargeable under or pursuant to Council Directive 2006/112/EC or the Sixth Council Directive of the European Communities and any other similar tax, wherever imposed. 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 shall, upon demand, 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 expenses relating to the authorization, issuance, sale, preparation preparation, printing, filing and delivery distribution of the Securities Statutory Prospectus,... the Final Prospectus, the Registration Statement and each Permitted Free Writing Prospectus and any taxes payable in that connection; amendments thereof or supplements thereto, (ii) the costs incident expenses relating to the preparation, printing and filing under distribution of this Agreement, the Securities Act Class B Certificates, the Class B Equipment Notes, the Operative Documents, any Underwriter's Questionnaire or related matters, the Blue Sky Survey and any Legal Investment Survey by the Underwriters' counsel, (iii) expenses relating to the issuance and delivery of the Registration Statement, Class B Certificates to the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Underwriters, (iv) the fees and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each disbursements of the Transaction Documents; (iv) Company's counsel and accountants, (v) expenses of qualifying the Class B Certificates under state securities laws in accordance with Section 3(f) hereof, including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the Blue Sky Survey and any Legal Investment Survey, (vi) the fees and expenses of the Company's counsel Trustee, the Subordination Agent, the Loan Trustee, the Escrow Agent, the Paying Agent and independent accountants; (v) the Depositary, and the fees and disbursements of their respective counsel, (vii) any fees charged by rating agencies for rating the Class B Certificates, (viii) all costs and expenses incurred in connection with related to review by the registration or qualification and determination of eligibility for investment Financial Industry Regulatory Authority, Inc. of the Securities under the laws of such jurisdictions as the Representatives may designate Class B Certificates (including filing fees and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) Underwriters relating to review), (ix) any fees charged by costs and expenses of the rating agencies for rating Company relating to investor presentations on any "road show" undertaken in connection with the Securities; (vii) marketing of the Class B Certificates, (x) certain reasonable fees and expenses of counsel for the Trustee Underwriters, and (xi) the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees expenses, if any, incurred in connection with any filing with, and clearance the listing of the offering by, the Financial Industry Regulatory Authority; and (ix) Class B Certificates on any securities exchange. The Company will also cause to be paid all expenses incurred by incident to the Company in connection with any "road show" presentation performance of its obligations under the Class B Equipment Notes and the Operative Documents and each of the other agreements and instruments referred 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) therein. If (i) this Agreement is terminated pursuant to by you in accordance with the provisions of Section 9, (ii) 4 or Section 9(i) 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 shall, upon demand, reimburse the Underwriters for all of their out-of-pocket costs and expenses (including expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably counsel for the Underwriters, incurred by the Underwriters them in connection with this Agreement and the offering contemplated hereby. by this Agreement. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, As between the Company will and the Underwriters, the Company shall pay or cause to be paid all costs and expenses incident incidental 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 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) obligations under this Agreement, including the fees and following: (i) expenses incurred in connection with (A) qualifying the registration Class B Certificates for offer and sale under the applicable securities or qualification "blue sky" laws of such jurisdictions in the United States as the Representative reasonably designates (including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith), (B) endeavoring to maintain such qualifications in effect so long as required for the distribution of such Class B Certificates, (C) the review (if any) of the offering of the Class B Certificates by FINRA, (D) the determination of the eligibility of the Class B Certificates for investment of the Securities under the laws of such jurisdictions as the Representatives Underwriters may 21 designate and (E) the preparation and distribution of any blue sky or legal investment memorandum by Underwriters' counsel; (ii) expenses incurred in connection with the preparation and distribution to the Underwriters and the dealers (whose names and addresses the Underwriters will furnish to the Company) to which Class B Certificates may have been sold by the Underwriters on their behalf and to any other dealers upon request, either of (A) amendments to the Registration Statement or amendments or supplements to the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not materially misleading or (B) amendments or supplements to the Registration Statement, the Time of Sale Prospectus, or the Prospectus so that the Registration Statement, the Time of Sale Prospectus or the Prospectus, as so amended or supplemented, will comply with law and the expenses incurred in connection with causing such amendments or supplements to be filed promptly with the Commission, all as set forth in Section 4(a) hereof; (iii) the expenses incurred in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Class B Certificates (within the time period required by Rule 456(b)(1), if applicable), and the cost of furnishing copies thereof to the Underwriters and dealers; (iv) expenses incurred in connection with the preparation, printing and distribution of a Blue Sky Memorandum (including this Agreement, the related Class B Certificates and the Operative Agreements; (v) expenses incurred in connection with the delivery of the Class B Certificates to the Underwriters; (vi) reasonable fees and expenses disbursements of the counsel and accountants for the Underwriters); (vi) Company; (vii) to the extent the Company is so required under any fees charged by the rating agencies for rating the Securities; (vii) Operative Agreement to which it is a party, the fees and expenses of the Mortgagee, the Subordination Agent, the Class B Trustee and the paying agent (including related fees Liquidity Providers 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 reasonable 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) respective counsel; (viii) fees charged by rating agencies for rating the Company for any reason fails to tender the Securities for delivery Class B Certificates (including annual surveillance fees related 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 Class B Certificates as long as they are outstanding); (ix) all out-of-pocket costs and expenses (including the fees and expenses relating to appraisals of their counsel) reasonably the Aircraft, the Spare Engines and the Spare Parts; 22 (x) all other reasonable out-of-pocket expenses incurred by the Underwriters in connection with the transactions contemplated by this Agreement (excluding the fees and disbursements of Milbank LLP as counsel for the offering contemplated hereby. Underwriters); and (xi) except as otherwise provided in the foregoing clauses (i) through (x), all other expenses incidental to the performance of the Company's obligations under this Agreement, other than pursuant to Section 6. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company The Trustor 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 preparation, printing... and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, the Prospectus and the Pricing Term Sheet, as originally filed and of each amendment thereto, (ii) the preparation of this Agreement, (iii) the preparation, issuance and delivery of the Certificates to the Underwriter, (iv) the fees and disbursements of the Trustor's counsel and accountants, (v) the qualification of the Certificates under securities laws, including filing fees and the fees and disbursements of counsel for you in connection therewith and in connection with the preparation of any blue sky or legal investment survey, (vi) the printing and delivery to the Underwriter of copies of the Registration Statement, the Preliminary Prospectus, and the Prospectus, as originally filed and of each amendment thereto, (vii) the preparation, printing and reproduction of any Issuer Free Writing Prospectus and the delivery to the Underwriter of copies of any Issuer Free Writing Prospectus, (viii) the printing and delivery to you of copies of any Time of Sale Information and blue sky or legal investment survey prepared in connection with the Prospectus (including all exhibits, amendments and supplements thereto) and Certificates, (ix) any fees charged by rating agencies for the distribution thereof; (iii) the costs of reproducing and distributing each rating of the Transaction Documents; (iv) Certificates and (x) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred Orrick, Herrington & Sutcliffe LLP in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions its role 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 the Trust incurred in connection with any filing with, and clearance as a result of providing the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred opinions required 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. 7(g). 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 Issuer and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that conne...ction; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, Offering Memorandum, any Issuer Free Writing Prospectus, any other Time of Sale Information Information, any Issuer Written Communication and the Prospectus Offering Memorandum (including all exhibits, any amendments and or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's Issuer's and the Guarantors' counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration 26 or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Initial Purchasers); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance the approval of the offering by, Securities for book-entry transfer by Euroclear and Clearstream; (ix) the Financial Industry Regulatory Authority; fees and (ix) expenses incurred in connection with the listing of the Securities and (x) 50% of all expenses incurred by the Company Issuer 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. investors. (b) If (i) this Agreement is terminated pursuant to Section 9, 9 (other than pursuant to clause (v) of Section 9 if the Issuer and the Initial Purchasers subsequently enter into another agreement for the Initial Purchasers to purchase the same or substantially similar securities of the Issuer), (ii) the Company Issuer for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Issuer and each of the Guarantors jointly and severally agree to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby. (c) All amounts payable by the Issuer or any of the Guarantors jointly or severally under this Agreement shall be exclusive of value added tax or any similar taxes ("VAT"). In addition, all such VAT (where applicable) shall be paid at the same time and in the same manner as the payment to which such VAT relates. For the avoidance of doubt, all amounts charged by the Initial Purchasers or for which the Initial Purchasers are to be reimbursed will be invoiced and payable together with VAT, where applicable. In the case where VAT has been charged in respect of any cost, charge or expense incurred by the Initial Purchasers and for which the Initial Purchasers are to be reimbursed, the Issuer and each of the Guarantors shall be obligated to reimburse the Initial Purchasers for such VAT only for the extent that if the Initial Purchasers determine that such VAT is not recoverable by them by way of repayment or credit. (d) The Issuer and the Guarantors agree to pay all Stamp Taxes payable in each Relevant Taxing Jurisdiction on (i) the creation, issue or delivery of the Securities and the Guarantees; (ii) the purchase, resale and delivery of the Securities by the Initial Purchasers as contemplated in this Agreement; and (iii) the execution and delivery of the Transaction Documents. 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 and delivery registration of the Securities with the Commission; (b) all FINRA Public Offering filing fees; (c) all fees and any taxes payable in that connection; (ii) the costs incident expenses relating to the preparation, printing listing of the Company's equity or equity-linked securities on an Exchange; (d) all fees, expenses and filing disbursements relating to the registration or qualification of the Securities under the Securities Act "blue sky" securities laws of such states and other jurisdictions as Aegis may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Registration Statement, Company's "blue sky" counsel, which will be Aegis's counsel) unless such filings are not required in connection with the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time Company's proposed Exchange listing; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and Securities under the distribution thereof; (iii) securities laws of such foreign jurisdictions as Aegis may reasonably designate; (f) the costs of reproducing all mailing and distributing each printing of the Transaction Documents; (iv) Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Aegis; and (h) the fees and expenses of the Company's counsel accountants; and independent accountants; (v) the (i) Aegis' fees and expenses related to the Offering including "road show", diligence, and reasonable legal fees and disbursements for Aegis's counsel not to exceed $125,000. 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 expenses incurred by them in connection with the registration or qualification and determination of eligibility for investment sale of the Securities under the laws of such jurisdictions as the Representatives may designate Shares and the preparation, printing and distribution of a Blue Sky Memorandum (including transactions contemplated thereby. (b) Non-accountable Expenses. On the related fees and expenses of counsel for Closing Date, the Underwriters); (vi) any fees charged Company shall pay to the Representative, by deduction from the rating agencies for rating the Securities; (vii) the fees and expenses net proceeds of the Trustee and the paying agent (including related fees and expenses of any counsel Offering a non-accountable expense allowance equal to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance one percent (1.0%) of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred 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 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. 27 (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 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 preparation, printing and fil...ing under the Securities Act of the Registration Statement, Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the Preliminary Prospectus, printing and delivery to the Underwriters of this Agreement, any agreement among Underwriters, the Indenture and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Debt Securities, 4 (iii) the preparation, issuance and delivery of the Debt Securities and any certificates for the Debt Securities to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors or agents (including transfer agents and registrars), as well as the fees and disbursements of the Trustee and its counsel, (v) the qualification of the Debt Securities under state securities laws or the applicable laws of any foreign jurisdiction in which the Debt Securities are offered in accordance with the provisions of Section 6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation, printing and delivery of any Blue Sky Survey, and any amendment thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, the Pricing Disclosure Package, and the Prospectus and any amendments or supplements thereto and any Issuer Free Writing Prospectus, any Time of Sale Information and (vii) the Prospectus (including all exhibits, amendments and supplements thereto) and fees charged by nationally recognized statistical rating organizations for the distribution thereof; (iii) the costs of reproducing and distributing each rating of the Transaction Documents; (iv) the fees Debt Securities, and expenses of the Company's counsel and independent accountants; (v) (viii) 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 the listing of the Debt Securities on 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. securities exchange. 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 sale and delivery of the Securities Notes to the Purchas...ers and any taxes payable in that connection; (ii) (b) the costs incident to the preparation, printing registration of the Notes and filing the Conversion Shares under the Securities Act in accordance with the terms and conditions of the Registration Statement, the Preliminary Prospectus, Rights Agreement; (c) 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) applicable listing, quotation or other fees; (d) 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 Placement Agent) of qualifying the rating agencies for rating Notes under the Securities; (vii) securities laws of the several jurisdictions as provided in Section 5 and of preparing, printing and distributing wrappers and blue sky memoranda; (e) all fees and expenses of the Trustee and of the paying registrar and transfer agent (including related fees of the Shares; and (f) all other costs and expenses of any counsel the Company and the Placement Agent incident to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance the Offering of the offering Notes by, or the Financial Industry Regulatory Authority; and (ix) all expenses incurred by performance of the obligations of, the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, and 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) Placement Agent under this Agreement is terminated pursuant to Section 9, (ii) and 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 Subscription Agreements (including, without limitation, the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement Company's counsel, Placement Agent's counsel and the offering contemplated hereby. Company's independent accountants); provided that, the Company shall not be liable to the Placement Agent for costs and expenses of the Placement Agent in excess of $35,000 without the prior written consent of the Company. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under th...e Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the costs, fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including (i) all expenses incident to the issuance and delivery of the Securities under Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the laws registrar and transfer agent of such jurisdictions as the Representatives may designate Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to BTIG, (iv) all fees and expenses of the Company's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared, authorized or used by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication and all amendments and supplements thereto, and this Agreement, (vi) all filing fees and reasonable attorneys' fees and expenses incurred by the Company or BTIG in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky Laws or the provincial securities Laws of Canada, and, if requested by BTIG, preparing and printing a Blue "Blue Sky Memorandum (including Survey" or memorandum and a "Canadian wrapper", and any supplements thereto, advising BTIG of such qualifications, registrations and exemptions, (vii) the reasonable costs, fees and expenses incurred by BTIG in 25 connection with determining its compliance with the rules and regulations of FINRA related to BTIG's participation in the offering and distribution of the Offered Shares, including any related filing fees and the reasonable legal fees of, and disbursements by, counsel to BTIG, (viii) the reasonable and documented out-of-pocket costs, fees and expenses of counsel for to BTIG up to an aggregate maximum amount of $150,000.00 (inclusive of the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the costs, fees and expenses of counsel to BTIG described in clauses (vi) and (vii) above), (ix) the Trustee costs and expenses of the paying agent (including related Company relating to investor presentations on any "road show", any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred consultants engaged in connection with any filing with, and clearance the road show presentations with the prior approval of the offering by, Company, travel and lodging expenses of the Financial Industry Regulatory Authority; employees and (ix) all expenses incurred by officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with any "road show" presentation the road show, with the remaining 50% of the cost of such aircraft to potential investors; provided, however, that except be paid by BTIG, (x) the fees and expenses associated with listing the Offered Shares on Nasdaq, and (xi) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement. Any such amount payable to BTIG may be deducted from the purchase price for the Offered Shares to the extent invoiced prior to Closing. Except as provided in Section 7 or this Section 4 or in Section 7, Section 10 or Section 11, the Underwriters BTIG shall pay their its own costs and expenses, including without limitation the fees and disbursements of their its 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 its own travel 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. lodging expenses. View More
