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 and the Selling Stockholders' obligations hereunder, including without limitation, the following: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any t...axes payable all expenses in that connection; (ii) the costs incident to connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; (iii) mailing and delivering of copies thereof to the costs of reproducing Underwriters and distributing each of dealers; (ii) the Transaction Documents; (iv) the fees fees, disbursements and expenses of the Company's counsel and independent accountants; (v) accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses (up to $5,000 in the aggregate) in connection with the qualification of the Shares for offering and sale under state or foreign securities or blue sky laws as provided in Section 5(i)(f) hereof, including the fees and 24 disbursements of counsel for the Underwriters in connection with such qualification or offering and in connection with any blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters (up to $15,000 in the aggregate) in connection with, securing any required review by the Financial Industry Regulatory Authority, Inc. ("FINRA") of the terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on Nasdaq; (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, including without limitation, expenses associated with the production and distribution (including electronic) of road show slides and graphics, travel and lodging expenses of the representatives and officers of the Company, provided, however, that the Selling Stockholders shall pay 50% of the Company's travel costs in connection with the roadshow; and (viii) any stock transfer taxes incurred in connection with the registration or qualification and determination of eligibility for investment transfer of the Securities under Shares to be issued and sold by the laws Company to the Underwriters pursuant to this Agreement (excluding, for the avoidance of such jurisdictions as doubt, any income tax. The Company also will pay or cause to be paid: (x) the Representatives may designate cost of preparing stock certificates representing the Shares and (y) the preparation, printing cost and distribution charges of a Blue Sky Memorandum (including any transfer agent, registrar or custodian for the related fees Shares. Each Selling Stockholder hereby agrees that it will pay or cause to be paid all other costs and expenses incident to the performance of counsel its obligations hereunder which are not otherwise specifically provided for in this Section 7, including, for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) avoidance of doubt, the fees of its legal counsel, the discounts and expenses commissions of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred Underwriters in connection with any filing with, and clearance the transfer of the offering by, Shares to be sold by such Selling Stockholder and any stock transfer taxes relating to such sale (excluding, for the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with avoidance of doubt, any "road show" presentation to potential investors; provided, however, that income tax). It is understood that, except as provided in Section 7 or this Section 11, Sections 7, 9, 10 and 13 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel and stock transfer taxes on resale of 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) of the Shares by them. The Company for any reason fails to tender and the Securities for delivery to Selling Stockholders may agree, as among themselves and without limiting the rights of the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, as to the Company agrees respective amounts 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 be paid pursuant to this Agreement and the offering contemplated hereby. Section 7. 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 29 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 Manager relating to such registration and qualification); (vii) the transportation and other expenses incurred by or on behalf of reproducing and distributing each Company representatives in connection with presentations to prospective purchasers of the Transaction Documents; (iv) Shares; (viii) 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; (ix) the rating agencies filing fee under FINRA Rule 5110, including, without limitation, for rating the Securities; (vii) Second Registration Statement; (x) the reasonable fees and expenses of the Trustee and the paying agent (including related Manager's counsel, not to exceed $50,000 (excluding any periodic due diligence 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 provided for under Section 4(n)), which shall be payable by the Company in connection with any "road show" presentation on the earlier of (a) the first Settlement Date related to potential investors; provided, however, that except as provided in Section 7 a Sales Notice hereunder or (b) sixty (60) days following the date of this Section 11, the Underwriters shall pay their own costs Agreement; 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 (xi) all out-of-pocket other costs and expenses (including incident to the fees and expenses of their counsel) reasonably incurred performance by the Underwriters in connection with this Agreement and the offering contemplated hereby. Company of its obligations hereunder. 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 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 filing fees and the Prospectus (including all exhibits, amendments reasonable fees and supplements thereto) expenses of counsel for the Manager relating to such registration and the distribution thereof; (iii) the costs of reproducing 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 a total of one 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 Manager's counsel, not to exceed $25,000; and the paying agent (including related fees (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 and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. its obligations hereunder. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under th...e Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the costs, fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including (i) all expenses incident to the issuance and delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, Offered Shares (including all printing and distribution of a Blue Sky Memorandum (including the related engraving costs), (ii) all fees and expenses of counsel for the Underwriters); (vi) any registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriters, (iv) all fees charged and expenses of the Company's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the rating agencies Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable and documented attorneys' fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for rating offer and sale under the Securities; state securities or blue sky Laws or the provincial securities Laws of Canada, and, if requested by the Representative, preparing and printing a "Blue Sky Survey" or memorandum and a "Canadian wrapper", and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, in an amount not to exceed [$7,500], (vii) the fees and expenses of the Trustee Underwriters including the fees and expenses of the paying agent (including related counsel to the Underwriters, payable upon the execution of this Agreement, in an amount not to exceed $100,000, (viii) the costs and expenses of the Company relating to investor presentations on any "road show", any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Shares, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred consultants engaged in connection with any filing with, and clearance the road show presentations with the prior approval of the offering by, Company, travel and lodging expenses of the Financial Industry Regulatory Authority; Representative, employees and (ix) all expenses incurred by officers of the Company and any such consultants, (ix) the fees and expenses associated with listing the Shares on NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in connection with any "road show" presentation Item 13 of Part II of the Registration Statement. Any such amount payable to potential investors; provided, however, that except 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). View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any Underwriter, 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 Warrants and any ta...xes 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, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any free writing prospectus, the Time of Sale Information Disclosure Package, the Prospectus, any amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto or any document incorporated by reference therein and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each this Agreement and any closing documents by mail, telex or other means of communications; (d) the fees and expenses (including related fees and expenses of counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Stock and Warrants and any filings made with FINRA in connection with the transactions contemplated herein (not to exceed $5,000 in the aggregate); (e) any applicable listing or other fees; (f) the fees and expenses (including related fees and expenses of counsel to 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, and Blue Sky Memoranda (not to exceed $10,000 in the aggregate); (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Stock; (i) the costs and expenses of the 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) provided that, except to 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 extent otherwise provided in Section 7 or this Section 11, 5 and in Sections 9 and 10 hereof, 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 counsel, any transfer taxes on the resale of any Stock and Warrants by them and the expenses of advertising any offering of the Stock and Warrants made by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs expenses incident to the performance of the obligations of the Company under this Agreement, including (i) expenses relating to the preparation, printing, filing and distribution of the Pricing Disclosure Package, each Issuer Free Writing Prospectus listed on Schedule IV(a) hereto and the Prospectus and any amendments thereof o...r supplements thereto, (ii) expenses relating to the preparation, printing and distribution of any agreement among Underwriters, this Agreement, the Certificates, the Equipment Notes, the Operative Documents, the Blue Sky Survey by the Underwriters' counsel, (iii) expenses relating to the issuance and delivery of the Certificates to the Underwriters, (iv) the fees and disbursements of the Company's counsel and accountants, (v) reasonable expenses of qualifying the Certificates under state securities laws in accordance with Section 3(e), including filing fees and reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the Blue Sky Survey, (vi) the fees and expenses of the Trustee, the Subordination Agent, the Liquidity Provider and the Loan Trustee, and the fees and disbursements of their respective counsel, (vii) any fees charged by rating agencies for rating the Class AA Certificates and Class A Certificates, (viii) certain fees and expenses of counsel for the Underwriters as previously agreed between the Company and counsel to the Underwriters and (ix) all expenses incurred in connection with any roadshow presentation, if any, or investor presentation, if any, to potential investors. The Company will also cause to be paid all 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 Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Operative Documents 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 other agreements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred instruments referred to therein which are not otherwise specifically provided for 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, this Section. It is understood, however, that that, except as provided in Section this Section, and Sections 2, 7 or this Section 11, and 11 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Certificates by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) 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
Payment of Expenses. (a) Whether or not The Issuers, jointly and severally, agree to pay all costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes to the Underw...riters, (iii) all fees and expenses of the Issuers' counsel, independent public or certified public accountants of the Partnership and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and the mailing and delivering of copies thereof to the Underwriters and dealers, this Agreement, the Indenture and the Notes, (v) all filing fees, attorneys' fees and expenses incurred by the Issuers or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the securities laws of the several states of the United States or other jurisdictions designated by the Underwriters and consented to by the Issuers (including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal investment memoranda), (vi) the reasonable fees and -23- expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (vii) any fees payable in connection with the rating of the Notes with the ratings agencies, (viii) all fees and expenses (including reasonable fees and expenses of counsel) of the Issuers in connection with approval of the Notes by DTC for "book-entry" transfer, and the performance by the Issuers and the Operating Partnership of their other obligations under this Agreement are consummated Agreement, (ix) all expenses incident to the "road show" for the offering of the Notes, including the cost of any chartered airplane or this Agreement is terminated, other transportation, (x) all other fees, costs and expenses referred to in Item 14 of Part II of the Company will pay or cause to be paid Registration Statement, and (xi) all other costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable hereunder which are not otherwise specifically provided for in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification 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, this Section 5. It is understood, however, that that, except as provided in Section 7 or this Section 11, 5, Section 7, Section 8 and Section 11 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. 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) the registration of the Shares under the Exchange Act, if applicable, and the Prospectus (including all exhibits, amendments and supplements thereto) listing of the Shares on the Trading Market and the distribution thereof; (iii) the costs of reproducing and distributing each Toronto Stock Exchange; (vi) any registration or qualification of the Transaction Documents; (iv) Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Manager relating to such registration and qualification); (vii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Shares; (viii) 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; (ix) the rating agencies for rating the Securities; (vii) filing fee under FINRA Rule 5110; (x) the fees and expenses of the Trustee Manager's U.S. and Canadian counsel, equal to $50,000 (excluding any periodic due diligence fees provided 28 for under Section 4(n), which shall be paid at the paying agent (including related fees Execution Time; and (xi) 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 and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. its obligations hereunder. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities 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 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) thereto); (ii) the fees and expenses of the Company's counsel and independent accountants; (v) (iii) 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 Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum blue sky memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by (iv) 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) all expenses transfer agent and application fees incurred in connection with any filing with, registrar; and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) (v) 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. investors. 22 (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 Shares for any reason permitted under this Agreement, Agreement other than (i) as a result of the occurrence of any event described in clauses (i), (iii) or (iv) of Section 7(p), (ii) due to the failure of any of the conditions specified in Section 7(b), 7(e), 7(k), 7(l) or 7(q) (in each case solely as such conditions relate to the Selling Stockholders) (iii) due to the failure of the condition specified in Section 7(o) or (iv) due to the failure of the Selling Stockholders to tender the Shares for delivery to the Underwriters, 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 of the Shares contemplated hereby. 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, and 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) Subscription Agreements are terminated: (a) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Se...curities Shares to the Underwriter and any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary Base 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 reasonable and documented fees and expenses incurred in connection with securing any required review by FINRA and any filings made with FINRA (including the fees and expenses of Sale Information the Independent Underwriter acting as "qualified independent 15 underwriter" within the meaning of FINRA Rule 5121); (e) any applicable listing, quotation or other fees; (f) the fees and expenses of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(e) and of preparing, printing and distributing wrappers and blue sky memoranda; (g) all fees and expenses of the registrar and transfer agent of the Shares; and (h) all other costs and expenses of the Company incident to the offering of the Shares by, or the performance of the obligations of, the Company under this Agreement 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) Subscription Agreements (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all other reasonable expenses incurred by the Company personnel 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 show." The Company agrees to reimburse pay to the Underwriters Independent Underwriter on the Closing Date the amount of $100,000, as compensation for all out-of-pocket costs and expenses (including the fees and expenses services of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Independent Underwriter. View More
