Payment of Expenses Clause Example with 1,950 Variations from Business Contracts
This page contains Payment of Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities A...ct of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.View More
Variations of a "Payment of Expenses" Clause from Business Contracts
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the 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 or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Secur...ities Act of the Registration Statement, the Preliminary Prospectus, 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) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares 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 reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (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 reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; (viii) all of the travel, lodging and (ix) all other expenses of the Company or any of its employees incurred by the Company them 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 will pay their own costs all of the travel, lodging and expenses, including without limitation other expenses of the fees and disbursements Underwriters or any of their counsel employees incurred by them in connection with the "road show"; and any advertising (ix) all expenses (other than with respect and application fees related to any road show presentation) connected with any offers they make. the listing of the Shares on the Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the 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 reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. hereby.12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase.13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters or the directors, officers, controlling persons or affiliates referred to in Section 7 hereof.14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; and (d) the term "significant subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.15. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. 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Payment of Expenses. (a) Whether The Company agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will to pay or cause to be paid all costs costs, expenses, fees and expenses taxes incident to the performance of its obligations hereunder, including without limitation, and in connection with (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities Offered Shares and any stamp duties or ot...her taxes payable in that connection; connection, and the preparation and printing of certificates for the Offered Shares; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, Statement (including any exhibits thereto), the Preliminary Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (iii) the distribution of the Registration Statement (including any exhibits thereto), the Prospectus, any Time Issuer Free Writing Prospectus and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (iv) the production and distribution of Sale Information this Agreement and any other related documents in connection with the Prospectus (including all exhibits, amendments offering, purchase, sale and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each delivery of the Transaction Documents; (iv) Offered Shares; (v) the listing of the Offered Shares on Nasdaq; (vi) the registration and qualification of the Offered Shares under the securities laws of the several jurisdictions as provided in Section 4(f) (including the filing fees relating to such registration and 23 qualification); (vii) the investor presentations undertaken in connection with the marketing of the Offered Shares, including, without limitation, expenses associated with the production of investor presentation slides and graphics, fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred any consultants engaged in connection with the registration or qualification and determination of eligibility for investment investor presentations with the prior approval of the Securities under Company, travel and lodging expenses of the laws representatives and officers of the Company and such jurisdictions as consultants and one-half the Representatives may designate and cost of any aircraft chartered in connection with the investor presentations; (viii) the preparation, printing and distribution of one or more versions of the Prospectus for distribution in Canada, often in the form of a Blue Sky Memorandum (including Canadian "wrapper"; (ix) the related filing fees incident to securing any required review by the Financial Industry Regulatory Authority, Inc. ("FINRA") of the terms of the sale of the Offered Shares; and (x) all other costs and expenses incident to the performance of counsel for the Underwriters); (vi) any fees charged by obligations of the rating agencies for rating the Securities; (vii) Company under this Agreement; provided, that, except as provided in this Section 5, each Manager shall pay its own costs and expenses, including (a) the fees and expenses of the Trustee and the paying agent (including related fees and its counsel, (b) expenses of any counsel to such parties); (viii) all expenses and application fees incurred each Manager in connection with any filing with, investor presentations and clearance (c) the expenses of advertising any offering of the offering by, Offered Shares made by each Manager. (b) The Company shall reimburse the Financial Industry Regulatory Authority; and (ix) Managers for 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 out-of-pocket expenses (other than in accordance 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. Schedule IV hereof. View More
Payment of Expenses. (a) Whether or not The Company agrees to promptly 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, including 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 delive...ry 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 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 for rating filing fee under FINRA Rule 5110, (x) the Securities; (vii) the reasonable fees and expenses of the Trustee Manager's counsel, not to exceed $65,000 (excluding any periodic due diligence fees provided for under Section 4(n)) of this Agreement and the paying agent (including related fees (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 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, the closing documents pursuant to this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering, purchase, sale and delivery of the Shares; (v) the registration of the Shares under the Exchange Act and the Prospectus 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 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 in an amount together with the fees under clause (vii) not to exceed $5,000); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. ("FINRA") (including filing fees and the reasonable fees and expenses of reproducing counsel for the Manager relating to such filings in an amount together with the fees under clause (vi) not to exceed $5,000); (viii) the transportation and distributing each other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Transaction Documents; (iv) Shares; (ix) 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 the rating agencies for rating the Securities; (vii) the fees Company; and (x) all other costs and expenses of incident to 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 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. its obligations hereunder. (b) If (i) this Agreement is terminated by the Manager in accordance with the provisions of Section 6 or Section 8(a)(i) or (iii) (with respect to the first clause only) hereof or by the Company pursuant to Section 9, (ii) 8(b) hereof, the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to shall reimburse the Underwriters Manager for all of its documented 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. expenses. 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; (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; 25 (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, The fees of Representative's total out-of-pocket accountable expenses (including legal fees and expenses) in connection with the Offering shall not exceed $100,000 (inclusive of the Advance defined below). 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. (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 and Parent, jointly and severally, agree to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident relating to the performance of its obligations hereunder, including without limitation, following matters: (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), each Issuer Free Writing Prospectus and the USCA Final Prospectuses, 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 each Issuer Free Writing Prospectus, the Preliminary Prospectus, the USCA Final Prospectuses, 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 Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) any registration or qualification of the Securities 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) 26 expenses of counsel for the Underwriters relating to such registration and qualification) and the distribution thereof; (iii) preparation and printing of any blue sky memorandum; (v) the costs of reproducing transportation and distributing each other expenses in connection with presentations to prospective purchasers of the Transaction Documents; (iv) Securities; (vi) the fees and expenses of the Company's counsel Company 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 Parent's 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 the rating agencies for rating the Securities; Company and Parent; (vii) the fees and expenses of the Trustee and the paying any 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; Trustee 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 counsel for the Trustee in connection with the Indenture and the Securities; (viii) any fees charged by securities rating services for rating the Securities; and (ix) all other costs and expenses of the Company, Parent and the Representatives incident to the performance by the Company and Parent of their counsel and obligations hereunder. If the sale of the Securities provided for herein is not consummated because any advertising expenses (other than with respect condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated termination pursuant to Section 9, (ii) 9(ii) hereof or because of any refusal, inability or failure on the part of the Company for or Parent to perform any agreement herein or comply with any provision hereof other than by reason fails to tender of a default by any of the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, Underwriters, the Company agrees to and Parent will reimburse the Underwriters severally through the Representatives on demand for all out-of-pocket costs and expenses (including the reasonable fees and expenses disbursements of their counsel) reasonably that shall have been incurred by the Underwriters them in connection with the proposed purchase and sale of the Securities; provided however, that solely for the purpose of this Agreement Section 11, the condition set forth in Section 6(e)(ii) shall not include a change, or any development involving a prospective change affecting the condition (financial or otherwise), earnings, business or properties of the North American railway companies taken as a whole and the offering contemplated hereby. which materially affects substantially all such companies. 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Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs reasonable and necessary expenses incident to the performance of its obligations hereunder, under this Agreement and each Terms Agreement, including without limitation, (i) (a) the costs incident to preparing, printing or other production and filing of the authorization, issuance, sale, preparation Registration Statement (as or...iginally filed) and all amendments thereto, (b) the preparation, issuance and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing Underwriters, (c) the reasonable fees and filing under disbursements of the Company's counsel and accountants and of the Trustee and its counsel, (d) the qualification of the Securities Act under securities laws in accordance with the provisions of Section 3(G), including filing fees and the Registration Statement, reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky Survey, (e) the printing or other production and delivery to the Underwriters in quantities as hereinabove stated of copies of the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Final Prospectus (including all exhibits, and any amendments or supplements thereto, (f) the production and supplements thereto) and delivery to the distribution thereof; (iii) the costs Underwriters of reproducing and distributing each copies of the Transaction Documents; (iv) Indenture and any Blue Sky Survey reasonably requested by the Representatives, (g) the fees of rating agencies, (h) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses expenses, if any, incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under the laws of such jurisdictions as the Representatives may designate on any securities exchange, 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) (i) (x) 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 expenses, if any, incurred in connection with any filing with, and clearance of the offering by, FINRA and (y) the Financial Industry Regulatory Authority; reasonable fees and (ix) all expenses incurred of counsel for the Underwriters in connection therewith. If a Terms Agreement is terminated by the Representatives in accordance with the provisions of Section 4 or Sections 9(i) and 9(iv), or if the sale of any Securities provided for herein or in any Terms Agreement is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied by the Company in connection or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, provision hereof, the Company shall reimburse the Underwriters shall pay named in such Terms Agreement for all of their own costs and reasonable out-of-pocket expenses, including without limitation the reasonable fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) for 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 Underwriters, that shall have been incurred by the Underwriters them in connection with this Agreement the proposed purchase and sale of the offering contemplated hereby. Securities. 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 heretofore 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 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 without limitation (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 fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the engraving costs), (ii) all fees and expenses of the Trustee registrar and transfer agent of the paying agent (including related 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 and expenses of any counsel to such parties); (viii) the Company's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses and application fees incurred in connection with any filing with, the preparation, printing, filing, shipping and clearance distribution of the offering 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 Financial Industry Regulatory Authority; Company, and (ix) each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, 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 "road show" presentation to potential investors; provided, however, that except as provided in Section 7 part of the Offered Shares for offer and sale under the state securities or this Section 11, blue sky laws, and, if requested by the Representatives, preparing and printing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the Underwriters shall pay their own costs of such qualifications, registrations and expenses, including without limitation exemptions, (vii) the fees reasonable, actual 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 documented out-of-pocket costs and expenses (including the costs, fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement determining their compliance with the rules and regulations of FINRA related to the Underwriters' participation in the offering and distribution of the Offered Shares, including any related filings fees and the offering contemplated hereby. legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any "road show", 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, reasonable travel and lodging expenses of the Representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters (provided that no aircraft may be chartered without the Company's prior written consent), (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement and (xi) all other "out of pocket" costs of the Underwriters and all fees and disbursements of the Underwriters' legal counsel; provided that the amount payable pursuant to foregoing clauses (vi), (vii) and (xi) in the aggregate shall not exceed $65,000. Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares to the extent invoiced prior to closing. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. -28- 5. Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to 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 under Rule 433(d). Each Underwriter, severally and not jointly, covenants with the Company not to knowingly confirm any sale of Shares to any person resident in Canada. View More
