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 Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, hereunder including without limitation, the following: 28 (i) the costs incident all filing fees and communication expenses related to the authorization, issuance, sale, preparation and de...livery registration of the Securities and any taxes payable to be sold in that connection; (ii) the costs incident to Offering including all expenses in connection with the preparation, printing printing, formatting for EDGAR and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees all fees, disbursements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred accountants 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 Securities Act and the preparation, printing and distribution of a Blue Sky Memorandum (including the related Offering; (iv) all fees and expenses in connection with listing the Securities on the Nasdaq Capital Market, including a one-time payment to Underwriter's counsel of counsel for $5,000 in connection with such listing; (v) the Underwriters); costs of all mailing and printing of the underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and all reasonable travel expenses of the Trustee Company's officers and employees and any other expense of the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees Company incurred in connection with any filing with, and clearance attending or hosting meetings with prospective purchasers of the offering by, Securities; (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Financial Industry Regulatory Authority; Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable cost and expenses in conducting background checks of the Company's officers and directors by a background search firm acceptable to the Representative; (xi) fees of Underwriters' Counsel; (xii) the cost of preparing, printing and delivering certificates representing each of the Securities; (xiii) all other costs, fees and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5; provided, however, that the maximum amount of fees, costs and expenses incurred by the Representative that the Company shall be responsible for shall be $150,000. The Company and the Representative acknowledge that the Company has previously paid to the Representative 29 advances in connection with any "road show" presentation an amount of [$60,000] (the "Advances") against the Representative's out-of pocket expenses. (b) Notwithstanding anything to potential investors; provided, however, that except as provided the contrary in Section 7 or this Section 11, 5, in the event that this Agreement is terminated by the Company, pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay the out-of pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters shall pay their own costs and expenses, including without limitation through the date of such termination (including the fees and disbursements of their counsel and any advertising expenses (other than with respect Underwriters' Counsel ) in an aggregate amount not to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) exceed $150,000 less 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. Advances previously paid. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Stock and 19 Warrants and an...y taxes payable in that connection; (ii) (b) the costs incident to the registration of the Stock and Warrants under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, Statements, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time amendments, supplements and exhibits thereto or any document incorporated by reference therein; (d) the fees and expenses (including related fees and expenses of Sale Information counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the terms of the sale of the Stock and Warrants and any filings made with FINRA; (e) any applicable listing or other fees; (f) the Prospectus fees and expenses (including related fees and expenses of counsel for the Underwriters) of qualifying the Stock and Warrants under the securities laws of the several jurisdictions as provided in Section 4(j) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates and Warrants; (h) all exhibits, amendments fees and supplements thereto) expenses of the registrar and transfer agent of the distribution thereof; (iii) Stock and Warrants; (i) the costs of reproducing and distributing each expenses of the Transaction Documents; (iv) Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Stock and Warrants, including, without limitation, 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 consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants, including the cost of any aircraft chartered in connection with the road show, and (j) all other costs and expenses incident to the offering of the Stock and Warrants or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) accountants); provided that the Company shall not be liable for and shall not be obligated to pay any fees and expenses incurred by the Underwriters and counsel for the Underwriters in connection with securing any required review by FINRA of the terms of the sale of the Stock and Warrants and any filings made with FINRA made in connection with the registration or qualification transactions contemplated herein and determination in the Common Stock Underwriting Agreement in excess of eligibility for investment of $10,000 in the Securities under aggregate; and provided further that, except to the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as extent otherwise provided in Section 7 or this 5 and Section 11, 9 herein and Section 5 of the Common Stock Underwriting Agreement, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements expenses of their counsel for the Underwriters, any transfer taxes on the resale of any Stock and Warrants by them and the expenses of advertising any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) offering of the Stock and Warrants made by them. If (i) this Agreement is terminated pursuant to Section 9, (ii) by reason of the Underwriters' default, 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 shall not be obligated to reimburse the Underwriters for all out-of-pocket costs and any such expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. them. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any applicable taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing unde...r the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); Underwriters (in an amount not to exceed $10,000)); (vi) any fees charged by the rating agencies for rating the Securities; cost of preparing share certificates; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; reasonable related fees and expenses of counsel for the Underwriters (in an amount not to exceed $30,000)); (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided investors undertaken in Section 7 or this Section 11, connection with the Underwriters shall pay their own costs marketing of the offering of the Shares; and expenses, including without limitation (x) all expenses and application fees related to the fees and disbursements listing of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Shares on the Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, 9; (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Shares 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. (c) Without prejudice to Section 11(a), the Company undertakes to pay and bear any Transfer Tax (for the avoidance of doubt, whether imposed in the United Kingdom or otherwise), and to pay to the Underwriters an amount equal to, and otherwise to indemnify the Underwriters against, any such Transfer Tax (or any amount in respect of such Transfer Tax) suffered by the Underwriters (including all penalties, charges, costs and interest relating thereto), in each case to the extent that such Transfer Tax (or amount in respect of Transfer Tax) arises in connection with any transaction contemplated by or otherwise pursuant to this Agreement, including (without limitation): (i) the execution and/or delivery of this Agreement; (ii) any issue and/or sale of the Shares to the CS Depositary Nominee; (iii) the issue by the CS Depositary of custodial receipts in respect of Shares; (iv) the cancellation of such custodial receipts and the transfer of Shares from the CS Depositary Nominee; (v) the creation of book-entry interests in the Shares through the facilities of DTC; (vi) the grant, exercise or expiry of the option granted to the Underwriters in respect of the Option Shares; or (vii) the allotment, issue, sale and/or delivery to purchasers procured by the Underwriters of the Shares (or interests in the Shares) in accordance with this Agreement. Any amount payable by the Company to the Underwriters pursuant to this Section 11(c) may be deducted by the Underwriters from any payment to be made by the Underwriters to the Company in connection with this Agreement. 32 (d) Where the Company is obliged to pay any fee, commission or other sum to any Representative, any Underwriter or any other Indemnified Person in connection with this Agreement and any amount of value added, sales, turnover or similar Tax ("VAT") is properly charged on it, the Company shall, in addition to that payment, pay an amount equal to the VAT, subject to receipt, where applicable, of a valid VAT invoice. Where, pursuant to this Agreement, a sum is paid by the Company to any Representative, any Underwriter or any other Indemnified Person by way of reimbursement of a cost, charge or expense, the Company shall also pay to such payee in respect of VAT, an amount equal to any VAT charged to the payee in respect of that cost, charge or expense and which such payee determines is not recoverable by the payee by repayment or credit. View More
Payment of Expenses. (a) Whether or not The Company agrees to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation, limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the 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 them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v) listing of the Shares on the NYSE; (vi) any 25 registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees and the Prospectus (including all exhibits, amendments reasonable fees and supplements thereto) expenses of counsel for the Agents relating to such registration and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) qualification); (vii) any filing fees required to be made with FINRA; (viii) the fees and expenses of the Company's counsel accountants and independent accountants; (v) the fees and expenses of counsel (including local and special counsel) for the Company; (ix) all other costs and expenses incident to the performance by the Company of its obligations hereunder; and (x) the Company shall reimburse the Agents for all reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel, incurred by the Agents in connection with the transactions contemplated by this Agreement in an amount not to exceed $12,500 (such amount payable upon execution of this Agreement); provided, however, that the Company shall reimburse the Agents for all such reasonable out-of-pocket 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 each Representation Date when the Company delivers the documents set forth in connection with any "road show" presentation Sections 4(k), 4(l), 4(n) and 4(o) or a Placement, in each case in an amount not to potential investors; provided, however, that except as provided in Section 7 exceed an additional $4,000 per such Representation Date or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Placement. View More
Payment of Expenses. (a) Whether The Company, whether or not the transactions contemplated by this Agreement are consummated or this Agreement any sale of Securities is terminated, the Company consummated, will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) under this Agreement, including, (a) the costs incident to preparation and filing of the authorization, issuance, sale, preparation Registration Statement and all amendmen...ts thereto and any Permitted Free Writing Prospectus, the Pricing Prospectus, the Final Supplemented Prospectus and any amendments or supplements thereto, (b) the preparation, filing and reproduction of this Agreement, (c) the preparation, printing or other reproduction, issuance and delivery of the Securities, including any fees and expenses relating to the use of book-entry Securities, (d) the fees and disbursements of the Company's accountants and counsel, Jarden's 24 accountants, the Trustee and its counsel, and of any calculation agent, (e) the qualification of the Securities under state securities laws in accordance with the provisions of Section 5(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 of any Blue Sky survey and any taxes payable legal investment survey, (f) the printing and delivery to the Underwriters in that connection; (ii) quantities as hereinabove stated of copies of the costs incident to Registration Statement and any amendments thereto, and of any Permitted Free Writing Prospectus, the Pricing Prospectus, the Final Supplemented Prospectus and any amendments or supplements thereto, (g) the preparation, printing or other reproduction and delivery to the Underwriters of copies of the Indenture and all supplements and amendments thereto, (h) any fees charged by rating agencies for the rating of the Securities, (i) the fees and expenses, if any, incurred with respect to any filing under with the Financial Industry Regulatory Authority, Inc. or listing on a securities exchange, (j) any advertising and other out-of-pocket expenses of the Underwriters incurred with the approval of the Company, (k) the cost of providing any CUSIP or other identification numbers for 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) (l) the fees and expenses of DTC (as defined in the Company's counsel Indenture) and independent accountants; (v) the fees and expenses incurred any nominees thereof 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. Securities. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, hereunder including without limitation, the following: (i) the costs incident all filing fees and communication expenses related to the authorization, issuance, sale, preparation and deliv...ery registration of the Securities and any taxes payable to be sold in that connection; (ii) the costs incident to Offering including all expenses in connection with the preparation, printing printing, formatting for EDGAR and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA; 22 (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees all fees, disbursements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred accountants 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 Securities Act and the preparation, printing and distribution of a Blue Sky Memorandum (including the related Offering; (iv) all fees and expenses in connection with listing the Common Stock and the Warrants on the Nasdaq Capital Market; (v) the costs of counsel for all mailing and printing of the Underwriters); underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and all reasonable travel expenses of the Trustee Company's officers and employees and any other expense of the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees Company incurred in connection with any filing with, and clearance attending or hosting meetings with prospective purchasers of the offering by, Securities; (vii) any stock transfer taxes payable upon the Financial Industry Regulatory Authority; transfer of securities by the Company to the Underwriters and (ix) all expenses any other taxes incurred by the Company in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any "road show" presentation transfer agent or registrar for the Securities; (x) any reasonable cost and expenses in conducting background checks of the Company's officers and directors by a background search firm acceptable to potential investors; provided, however, that except as the Representative; (xi) fees of Underwriters' Counsel; (xii) the cost of preparing, printing and delivering certificates representing each of the Securities; (xiii) all other costs, fees and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in Section 7 or this Section 11, (xiv) The Company and the Representative acknowledge that the Company has previously paid to the Representative advances in an amount of $25,000 (the "Advance") against the Representative's out-of-pocket expenses. Any portion of the Advance not used shall be returned back to the Company to the extent not incurred. The Representative's total out-of-pocket accountable expenses (including reasonable and documented legal fees and expenses) in connection with the Offering shall not exceed $125,000 (inclusive of the Advance previously paid to the Representative). In the event the Offering is terminated prior to the Closing Date, the Representative's total out-of-pocket accountable expenses (including reasonable and documented legal fees and expenses) in connection with the Offering shall not exceed $50,000, inclusive of the Advance and the Representative shall return any portion of the Advance not used to pay its accountable out-of-pocket expenses actually incurred. 23 (b) Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated by the Company, pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay the out-of-pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters shall pay their own costs and expenses, including without limitation through the date of such termination (including 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. Underwriters' Counsel ). View More
Payment of Expenses. (a) Whether or not The Company agrees to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation, limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the 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 them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v) listing of the Shares on the NYSE; (vi) any registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees and the Prospectus (including all exhibits, amendments reasonable fees and supplements thereto) expenses of counsel for the Agents relating to such registration and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) qualification); (vii) any filing fees required to be made 25 with FINRA; (viii) the fees and expenses of the Company's counsel accountants and independent accountants; (v) the fees and expenses of counsel (including local and special counsel) for the Company; (ix) all other costs and expenses incident to the performance by the Company of its obligations hereunder; and (x) the Company shall reimburse the Agents for all reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel, incurred by the Agents in connection with the transactions contemplated by this Agreement in an amount not to exceed $12,500 (such amount payable upon execution of this Agreement); provided, however, that the Company shall reimburse the Agents for all such reasonable out-of-pocket 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 each Representation Date when the Company delivers the documents set forth in connection with any "road show" presentation Sections 4(k), 4(l), 4(n) and 4(o) or a Placement, in each case in an amount not to potential investors; provided, however, that except as provided in Section 7 exceed an additional $4,000 per such Representation Date or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Placement. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, hereunder including without limitation, the following: 28 (i) the costs incident all filing fees and communication expenses related to the authorization, issuance, sale, preparation and de...livery registration of the Securities and any taxes payable to be sold in that connection; (ii) the costs incident to Offering including all expenses in connection with the preparation, printing printing, formatting for EDGAR and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees all fees, disbursements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred accountants 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 Securities Act and the preparation, printing and distribution of a Blue Sky Memorandum (including the related Offering; (iv) all fees and expenses in connection with listing the Securities on the Nasdaq Capital Market, including a one-time payment to Underwriter's counsel of counsel for $5,000 in connection with such listing; (v) the Underwriters); costs of all mailing and printing of the underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and all reasonable travel expenses of the Trustee Company's officers and employees and any other expense of the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees Company incurred in connection with any filing with, and clearance attending or hosting meetings with prospective purchasers of the offering by, Securities; (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Financial Industry Regulatory Authority; Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable cost and expenses in conducting background checks of the Company's officers and directors by a background search firm acceptable to the Representative; (xi) fees of Underwriters' Counsel; (xii) the cost of preparing, printing and delivering certificates representing each of the Securities; (xiii) all other costs, fees and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5; provided, however, that the maximum amount of fees, costs and expenses incurred by the Representative that the Company shall be responsible for shall be $200,000. The Company and the Representative acknowledge that the Company has previously paid to the Representative 29 advances in connection with any "road show" presentation an amount of $60,000 (the "Advances") against the Representative's out-of pocket expenses. (b) Notwithstanding anything to potential investors; provided, however, that except as provided the contrary in Section 7 or this Section 11, 5, in the event that this Agreement is terminated by the Company, pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay the out-of pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters shall pay their own costs and expenses, including without limitation through the date of such termination (including the fees and disbursements of their counsel and any advertising expenses (other than with respect Underwriters' Counsel ) in an aggregate amount not to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) exceed $200,000 less 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. Advances previously paid. View More
Payment of Expenses. (a) Whether or not The Company agrees to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation, limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the 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 them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v) the registration of the Shares under the Exchange Act, if applicable, and the Prospectus listing of the Shares on the Trading Market; (vi) any registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several states (including all exhibits, amendments and supplements thereto) filing fees and the distribution thereof; (iii) reasonable fees and expenses of counsel for the costs of reproducing Managers relating to such registration and distributing each of the Transaction Documents; (iv) qualification); (vii) 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 accountants and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the Underwriters); (vi) any fees charged by Company; (viii) the rating agencies for rating filing fee under FINRA Rule 5110; (ix) the Securities; (vii) the reasonable fees and expenses of the Trustee and the paying agent (including related fees Managers' counsel, not to exceed $20,000; (x) all other costs and expenses of any counsel incident 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 performance 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 of its obligations hereunder; and expenses, including without limitation the fees (xi) all actual fees, expenses and disbursements of their counsel and any advertising expenses (other than with respect relating to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant background checks for executive officers (which are not expected 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. exceed $1,000 per person), which shall be paid at Execution Time. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Partnership will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Units and any taxes payable in that connection; connection, (ii) the costs incident to the preparation, printing and... filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; thereof, (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's Partnership's counsel and independent accountants; (v) accountants, (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriters), (v) the cost of preparing certificates, if any, representing the Units, (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar, (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; related fees and (ix) expenses of counsel for the Underwriters in an amount not to exceed $40,000), (viii) all expenses incurred by the Company Partnership in connection with any "road show" presentation to potential investors; provided, however, provided that except as provided in Section 7 or this Section 11, with respect to the costs of any chartered aircraft the Partnership shall pay fifty percent (50%) of such costs and the Underwriters shall pay fifty percent (50%) of such costs; provided further, that the Partnership shall pay one hundred percent (100%) of the costs of any aircraft chartered solely for use by directors, officers or employees of the Partnership, and (ix) all expenses and application fees related to the listing of the Units on the NYSE. (b) The Selling Unitholder will pay all expenses incident to the performance of its obligations under, and the consummation of the transactions contemplated by, this Agreement, including any documentary, stamp, registration and other duties and stock and other transfer taxes, including interest and penalties, if any, payable upon the execution and delivery of this Agreement, the sale of the Selling Unitholder's Common Units to the Underwriters hereunder and their own costs and expenses, including without limitation transfer between the fees and disbursements Underwriters through the crediting of their counsel and any advertising expenses (other than with respect such Common Units on the books of DTC to any road show presentation) connected with any offers they make. (b) securities accounts of the Underwriters pursuant to an agreement between such Underwriters. (c) If (i) this Agreement is terminated pursuant to Section 9, 11, (ii) the Company Partnership or the Selling Unitholder for any reason fails fail to tender the Securities Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for Units because of any reason permitted under failure or refusal on the part of any Ares Party to comply with the terms of this Agreement, Agreement or the Company conditions of this Agreement are not satisfied, the Partnership agrees to reimburse the Underwriters as have so terminated this Agreement with respect to themselves severally and are not in default hereunder for all out-of-pocket costs and 40 expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More
