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.
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Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company
will shall, upon demand, pay or cause to be paid all
costs and expenses incident to the performance of its obligations
hereunder, including without limitation, under this Agreement, including: (i)
the costs incident expenses relating to the
authorization, issuance, sale, preparation preparation, printing, filing and distribution of the Statutory Prospectus, the Fina...l Prospectus, the Registration Statement and each Permitted Free Writing Prospectus and any amendments thereof or supplements thereto, (ii) expenses relating to the preparation, 17 printing and distribution of this Agreement, any Underwriter's Questionnaire or related matters, (iii) expenses relating to the issuance and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident Shares to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; Underwriters, (iv) the fees and expenses disbursements of the Company's counsel and independent accountants; accountants, (v) expenses of qualifying the Shares under the applicable securities or "blue sky" laws in accordance with Section 3(f) hereof, including filing fees and expenses incurred fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the registration or qualification "blue sky" survey and determination of eligibility for any legal investment survey, (vi) all costs and expenses related to review by FINRA of the Securities under the laws of such jurisdictions as the Representatives may designate offering (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), (vii) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the Shares and (viii) 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, Shares on 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 Nasdaq Global Select Market 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) other national securities exchange. 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.
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Payment of Expenses. (a)
Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company
will agrees to pay
or cause to be paid all costs and expenses incident to the performance of its obligations
hereunder, under this Agreement, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including
without limitation, expenses, fees and taxes in connection with: (i) the
costs incident to the authorization, is...suance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, each preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus, and any Time of Sale Information amendments or supplements thereto, and the Prospectus printing and furnishing of copies of each thereof to the Underwriters and to dealers (including all exhibits, amendments costs of mailing and supplements thereto) shipment); (ii) the preparation, issuance and delivery of the certificates for the Shares to the Underwriters, including any stock or other transfer taxes or duties payable upon the sale of the Shares to the Underwriters; (iii) the printing of this Agreement and any dealer agreements and furnishing of copies of each to the Underwriters and to dealers (including costs of mailing and shipment); (iv) the qualification of the Shares for offering and sale under state laws that the Company and the distribution thereof; (iii) Representatives have mutually agreed are appropriate and the costs determination of reproducing their eligibility for investment under state law as aforesaid, and distributing each the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers; (v) filing for review of the Transaction Documents; (iv) public offering of the Shares by FINRA; (vi) the fees and expenses of any transfer agent or registrar for the Company's counsel Shares and independent accountants; (v) miscellaneous expenses referred to in the Registration Statement; (vii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment inclusion of the Securities under Shares in the laws New York Stock Exchange; (viii) all costs and expenses incident to the travel and accommodation of such jurisdictions as employees of the Representatives may designate and Company in making road show presentations with respect to the preparation, printing and distribution offering of a Blue Sky Memorandum (including the related fees Shares, including costs and expenses of counsel for charter flights and limousines shared with employees of the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees Representatives and including costs and expenses of the Trustee and the paying agent (including related fees road show luncheons; (ix) costs and expenses of any counsel to such parties); (viii) all expenses internet road show; (x) preparing and application fees incurred in connection with any filing with, distributing bound volumes or CD-ROMs of transaction documents for the Representatives and clearance its legal counsel; and (xi) the performance of the offering by, Company's and the Financial Industry Regulatory Authority; Operating Partnership's other obligations hereunder. Upon the request of the Representatives, the Company will provide funds in advance for filing fees. The Company agrees that the Underwriters may deduct from the aggregate purchase price for the Shares otherwise payable to the Company pursuant to this Agreement the amounts for which the Representatives are entitled to reimbursement pursuant to this subsection 5(a) and (ix) all expenses incurred any additional amounts the Representatives incur on behalf of the Company that are payable by the Company in connection with pursuant to this subsection 5(a). (b) If this Agreement shall be terminated by the Underwriters, or any "road show" presentation of them, pursuant to potential investors; provided, however, that except as provided in clauses (i), (iv)(a), (vi) or (vii) of Section 7 or this Section 11, 7, the Company will reimburse the Underwriters shall pay their own costs or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (such as printing, facsimile, courier service, direct computer expenses, accommodations, travel and expenses, including without limitation the fees and disbursements of their counsel Underwriters' counsel) and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) other advisors, accountants, appraisers, etc. reasonably incurred by the such Underwriters in connection with this Agreement and or the offering transactions contemplated hereby. herein.
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Payment of Expenses.
(a) Whether or not the transactions contemplated
by this Agreement hereunder are
consummated or this Agreement is terminated, consummated, the
Company Transferor will pay
or cause to be paid all
costs and expenses incident to the performance of
its their obligations
hereunder, under this Agreement, including
without limitation, (i) the
costs incident to printing of the
authorization, issuance, sale, Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus and of each amendm...ent or supplement thereto, (ii) the preparation of this Agreement and each Transaction Document, (iii) the preparation, issuance and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident Certificates to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; Underwriters, (iv) the fees and expenses disbursements of the Company's counsel to the Transferor and independent accountants; (v) the fees and expenses incurred disbursements of the Transferor's accountants, (v) the qualification of the Certificates under securities laws in accordance with the provisions of Section 5(f), including filing fees in connection with the registration or qualification preparation of any blue sky and determination legal investment survey, (vi) the printing and delivery to the Underwriters of eligibility for investment copies of the Securities under Preliminary Prospectus, the laws of such jurisdictions as the Representatives may designate Ratings Free Writing Prospectus and the preparation, Prospectus and of each amendment or supplement thereto, (vii) the preparation and filing of the Registration Statement and all amendments thereto, (viii) the printing and distribution delivery to the Underwriters of a Blue Sky Memorandum (including copies of any blue sky or legal investment survey prepared in connection with the related fees Certificates and expenses of counsel for the Underwriters); (vi) any supplements thereto, (ix) any fees charged by each Rating Agency for the rating agencies for rating of the Securities; (vii) Certificates, (x) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc., (xi) the fees and expenses of the Trustee and the paying agent (including related fees its counsel and expenses (xii) one-half of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the (the other half of such fees and expenses of their counsel) reasonably incurred disbursements to be paid for by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters).
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Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the
Company will Partnership Parties jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of
its their respective obligations hereunder, including without
limitation, (i) limitation: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the
Securities Units and any
stamp duties or other taxes pa
...yable in that connection; (ii) connection, and the preparation and printing of certificates for the Units; (b) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Statement and the Prospectus (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) (c) the costs of reproducing and distributing each this Agreement, any supplemental agreement among the Managers, and any other related documents in connection with the offering, purchase, sale and delivery of the Transaction Documents; (iv) Units; (d) the fees and expenses of the Company's Partnership Parties' counsel and independent accountants; (v) accountants, (e) any required review by FINRA of the terms of sale of the Units (including related fees and expenses of counsel to the Managers); (f) the listing of the Units on the NYSE and/or any other exchange; (g) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Units under the laws of such jurisdictions the Managers may designate, as the Representatives may designate provided in Section 4(e), and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for to 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) Managers); (h) all expenses incurred by the Company Partnership Parties in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, (i) the Underwriters shall pay their own costs and expenses, including without limitation the fees and reasonable fees, 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 for the Managers (which shall be one outside counsel for all Managers unless otherwise agreed by the Underwriters Partnership) in connection with this Agreement and the offering Registration Statement and ongoing services in connection with the transactions contemplated hereby. hereunder and (j) all other costs and expenses incident to the performance of the obligations of the Partnership Parties under this Agreement. Except as otherwise provided in this Section 5, the Managers will pay all of their own out-of-pocket costs and expenses incurred in connection with entering into this Agreement and the transactions contemplated by this Agreement.
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Payment of Expenses. (a)
Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Expenses. 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, printi
...ng and filing under the Securities Act of the Registration Statement, Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, issuance and delivery of the certificates for the Shares and the Warrants 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 Shares and the Warrants to the Underwriters, (iii) the fees and disbursements of the Company's counsel, accountants and other advisors, (iv) the qualification of the Shares and the Warrants under securities laws in accordance with the provisions of Section 4(e) hereof, including filing fees and, if requested by the Underwriters, preparing and printing a "Blue Sky survey" or memorandum advising the Underwriters of such qualifications, registrations and exemptions, (v) the preparation, printing and delivery to the Underwriters of copies of each Preliminary Prospectus, any each Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, and any amendments or supplements thereto and supplements thereto) and the distribution thereof; (iii) the any costs associated with electronic delivery of reproducing and distributing each any of the Transaction Documents; (iv) foregoing by the Underwriters to investors, (vi) the fees and expenses of the Company's transfer agent and registrar for the Shares and the Warrant Shares and the warrant agent for the Warrants, (vii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the Shares and the Warrants, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of officers of the Company and any such consultants in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA (if any) of the terms of the sale of the Shares and independent accountants; (v) the Warrants, and (ix) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under the laws of such jurisdictions as the Representatives may designate Shares and the preparation, printing and distribution Warrant Shares on the NYSE MKT. 19 (b) Termination 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) Agreement. If (i) this Agreement is terminated pursuant to by the Representative in accordance with the provisions of Section 9, (ii) 6 (other than Section 6(h) or (l)) or Section 9(a) 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 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 incurred by counsel for the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters, for which documentation has been provided.
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Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay
or cause to be paid all
costs and expenses incident to the performance of its obligations
hereunder, under this Agreement and in connection with the transactions contemplated hereby, including
without limitation, (i)
the costs all expenses incident to the
authorization, issuance, sale, preparation issuance and delivery of the
Securities Offered Shares (incl...uding all printing and any engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes payable in that connection; (ii) connection with the costs incident issuance and sale of the Offered Shares 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 Underwriters, (iv) 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 counsel, independent public or certified public accountants and independent accountants; other advisors, (v) the fees all costs 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 printing, filing, shipping and distribution of a Blue Sky Memorandum the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the related Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) Representative including the fees and expenses of the Trustee counsel to the Underwriters in an amount not to exceed $50,000 with respect to fees incurred by the Underwriters and $180,000 with respect to prior fees payable to counsel to prior underwriters, (vii) the paying agent (including related Representative's non-acountable expenses in the amount $25,000, (viii) settlement costs in an amount up to $10,000, (ix) the costs and expenses of the Company relating to investor presentations on any "road show", 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; Representative, 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, the remaining 50% of the cost of such aircraft to potential investors; provided, however, that except be paid by the Underwriters, (x) the fees and expenses associated with listing the Offered Shares on the Exchange, 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 the Underwriters may be deducted from the purchase price for the Offered Shares. Except as provided in Section 7 or this Section 11, 4 or in Section 7, Section 9 or Section 10, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel. -26- 5. Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any advertising expenses (other than action that would result in the Company being required to file with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated the Commission pursuant to Section 9, (ii) Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by 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. Rule 433(d).
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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 filing fees and any taxes payable in that connection; (ii) expenses associated with the review of the offering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Securities on the Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities as the Underwriter may reasonably designate; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) 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 of Sale Information Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Prospectus (including all exhibits, amendments Underwriter may reasonably deem necessary; (g) fees and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each expenses of the Transaction Documents; (iv) transfer agent for the shares of Common Stock; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (i) the fees and expenses of the Company's counsel and independent accountants; (v) (j) 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) "road show" expenses, (k) the fees and expenses of the Trustee Company's legal counsel and other agents and representatives, and (l) the paying agent (including related fees and expenses of any counsel the Underwriter's counsel. Subject to such parties); (viii) all Section 11 hereof, the total amount payable to the Underwriter pursuant to (j) and (l) shall not exceed $100,000. 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 it in connection with any filing with, and clearance the sale of the offering by, Securities and the Financial Industry Regulatory Authority; and (ix) all expenses incurred transactions contemplated thereby. 19 (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 Closing Units), 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 Underwriter pursuant to Section 11 hereof. (c) Underwriter Expenses. Except to the extent otherwise provided in this Section 6 or Section 8 hereof, the Underwriter will pay all out-of-pocket of its 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 Securities 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.
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Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay
or cause to be paid all
costs and expenses incident to the performance of its obligations
hereunder, under this Underwriting 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, pri
...nting and filing under the Securities Act of the Registration Statement, Statement (including financial statements and any schedules or exhibits and any document incorporated therein by reference) as originally filed and of each amendment or supplement thereto, (ii) the Preliminary Prospectus, preparation, printing and delivery to the Underwriters of this Underwriting Agreement, any Issuer Free Writing Prospectus, any Time agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; Shares, (iii) the costs of reproducing preparation, issuance and distributing each delivery of the Transaction Documents; Shares and any certificates for the Shares to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters and any charges of DTC in connection therewith, (iv) the reasonable fees and expenses disbursements of the Company's counsel counsel, accountants and independent accountants; other advisors or agents (including transfer agents and registrars), (v) the qualification of the Shares and the Conversion Shares under state securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and expenses incurred the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and 12 in connection with the preparation, printing and delivery of the Blue Sky Survey, and any amendment thereto, (vi) the printing and delivery to the Underwriters of copies of the Prospectus and any amendments or supplements thereto, (vii) the listing of the Shares and the Conversion Shares on The Nasdaq Global Select Market, (viii) the filing fees incident to, and the reasonable documented fees and disbursements of counsel to the Underwriters in connection with, the review, if any, by the Financial Industry Regulatory Authority of the terms of the sale of the Shares and (ix) the filing fees payable to the Commission or reimbursement for the amount deducted from the Company's prepaid account with the Commission in connection with the registration or qualification and determination of eligibility for investment therewith 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. Shares.
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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 filing fees and any taxes payable in that connection; (ii) expenses associated with the review of the offering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Securities on the Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities as the Underwriter may reasonably designate; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) 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 of Sale Information Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Prospectus (including all exhibits, amendments Underwriter may reasonably deem necessary; (g) fees and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each expenses of the Transaction Documents; (iv) transfer agent for the shares of Common Stock; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (i) the fees and expenses of the Company's counsel and independent accountants; (v) (j) 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) "road show" expenses, (k) the fees and expenses of the Trustee Company's legal counsel and other agents and representatives, and (l) the paying agent (including related fees and expenses of any counsel the Underwriter's counsel. Subject to such parties); (viii) all Section 11 hereof, the total amount payable to the Underwriter pursuant to (j) and (l) shall not to exceed $100,000. 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 it in connection with any filing with, and clearance the sale of the offering by, Securities 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 Closing Units), 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 Underwriter pursuant to Section 11 hereof. (c) Underwriter Expenses. Except to the extent otherwise provided in this Section 6 or Section 8 hereof, the Underwriter will pay all out-of-pocket of its 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 Securities 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.
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Payment of Expenses. (a)
Whether or not The Partnership Parties agree 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 their 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 Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing or reproduction and filing under with the Securities Act Commission of the Registration Statement (including financial statements and exhibits thereto), the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Preliminary Prospectus, any and each Issuer Free Writing Prospectus, 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 28 on the NYSE; (vi) any registration or qualification and determination of eligibility for investment of the Securities Units for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate several states (including filing fees and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) Managers relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees charged and the reasonable fees and expenses of counsel for the Managers relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of the rating agencies for rating Partnership's representatives in connection with presentations to prospective purchasers of the Securities; (vii) Units; (ix) the fees and expenses of the Trustee Partnership's accountants and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all (including local and special counsel) for the Partnership; (x) the reasonable documented out-of-pocket expenses of each Manager, including the reasonable fees, disbursements and application fees incurred expenses of counsel for the Managers in connection with any filing with, this Agreement and clearance of the offering by, the Financial Industry Regulatory Authority; Registration Statement and (ix) all expenses incurred by the Company ongoing services in connection with any "road show" presentation the transactions contemplated hereunder and (xi) all other costs and expenses incident to potential investors; the performance by the Partnership Parties of their obligations hereunder; provided, however, that except as provided in Section Sections 3(a)(v), 5 and 7 or of this Section 11, the Underwriters Agreement, each Manager shall pay their all of its own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with entering into this Agreement and the offering transaction contemplated hereby. by this Agreement.
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