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 reasonable and documented costs and expenses incident to the performance of its obligations hereunder, hereunder including without limitation, the following: 25 (i) the costs incident all filing fees and communication expenses related to the authorization, issuance..., sale, preparation and delivery 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 Exchange; (v) the costs, if any, 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) [Reserved]; (xii) the cost of preparing, printing and delivering certificates representing each of the Securities; (xiii) all other costs, fees and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in Section 7 or this Section 11, (xiv) The Representative's total out-of-pocket accountable expenses (including reasonable and documented legal fees and expenses) in connection with the Offering shall not exceed $100,000. In the event the Offering is terminated prior to the Closing Date, the Representative's total out-of-pocket accountable expenses (including reasonable and documented legal fees and expenses) in connection with the Offering shall not exceed $50,000. 26 (b) Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated, pursuant to Section 11(b) hereof, or subsequent to the occurrence of 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 Issuer covenants and agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, several Underwriters that the Company Issuer will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Issuer's counsel and accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of th...e Registration Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among the Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(g) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any Blue Sky survey; (iv) the cost of preparing certificates for the Securities, if any; (v) the cost and charges of any trustee, including the fee and disbursement of counsel of the Trustee, if any; (vi) the costs and expenses of the Issuer relating to investor presentations on any "road show" undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics and fees and expenses of any consultants engaged in connection with the road show presentations; and (vii) all other costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) hereunder which are not otherwise specifically provided for in this Section. 30 (b) If this Agreement shall be terminated pursuant to Section 9 hereof (other than Section 9(ii)), neither the costs incident Issuer nor the Guarantor shall then be under any liability to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) 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 defaulting Underwriter except as provided in Section 7 Sections 9 and 11(a) hereof; but, if for any other reason any Securities are not delivered by or this Section 11, on behalf of the Issuer as provided herein, the Issuer and the Guarantor will reimburse the Underwriters shall pay their own costs and expenses, through you for all out-of-pocket expenses approved in writing by you, 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) counsel, reasonably incurred by the Underwriters in connection with this Agreement making preparations for the purchase, sale and delivery of the Securities not so delivered, but the Issuer and the offering contemplated hereby. Guarantor shall then be under no further liability to any Underwriter except as provided in Sections 9 and 11(a) hereof. View More
Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Guarantor, jointly and severally, shall pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, under this Agreement, including without limitation, (i) the costs incident expenses relating to the authorization, issuance, sale, preparation preparation, printing, filing and distribution... of the Statutory Prospectus, the Final Prospectus, the Registration Statement and each Permitted Free Writing Prospectus and any amendments thereof or supplements thereto, (ii) expenses relating to the preparation, printing and distribution of this Agreement, any Underwriter's Questionnaire or related matters, (iii) expenses relating to the issuance and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing Underwriters, (iv) the fees and filing disbursements of the Company's counsel and accountants, (v) expenses of qualifying the Securities under the Securities Act applicable securities or "blue sky" laws in accordance with Section 3(f), including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the "blue sky" survey, (vi) all costs and expenses related to review by FINRA of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information offering (including filing fees and the Prospectus (including all exhibits, amendments fees and supplements thereto) and expenses of of counsel for the distribution thereof; (iii) Underwriters relating to review), (vii) any fees charged by rating agencies for rating the costs of reproducing and distributing each of the Transaction Documents; (iv) Securities, (viii) the fees and expenses of the Company's counsel Trustee, and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination disbursements 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) its counsel, (ix) all expenses and application fees incurred related to the listing of the Underlying Securities on the Exchange and (x) any costs and expenses of the Company and the Guarantor relating to investor presentations on any "road show" undertaken in connection with any filing with, and clearance the marketing of the offering by, Securities. The Company and the Financial Industry Regulatory Authority; and (ix) Guarantor will also cause to be paid all expenses incurred by incident to 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 performance of their counsel obligations under the Indenture and any advertising expenses (other than with respect each of the other agreements and instruments referred to any road show presentation) connected with any offers they make. (b) therein. If (i) this Agreement is terminated pursuant to by the Underwriters in accordance with the provisions of Section 9, (ii) 4, Section 10(i) or Section 10(iii) hereof, the Company for any reason fails to tender and 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 Guarantor, jointly and severally, shall reimburse the Underwriters for all of their out-of-pocket costs and expenses (including expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably counsel for the Underwriters, incurred by the Underwriters them in connection with this Agreement and the offering contemplated hereby. by this Agreement. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will shall pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, including without limitation, (i) the costs incident expenses relating to the authorization, issuance, sale, preparation preparation, printing, filing and delivery distribution of the Securities Statutory Prospectus, the Final 19 ...Prospectus, the Registration Statement and each Permitted Free Writing Prospectus and any taxes payable in that connection; amendments thereof or supplements thereto, (ii) the costs incident expenses relating to the preparation, printing and filing under distribution of this Agreement, the Securities Act Certificates, the Equipment Notes, the Operative Documents, any Underwriter's Questionnaire or related matters, the Blue Sky Survey and any Legal Investment Survey by the Underwriters' counsel, (iii) expenses relating to the issuance and delivery of the Registration Statement, Certificates to the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Underwriters, (iv) the fees and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each disbursements of the Transaction Documents; (iv) Company's counsel and accountants, (v) expenses of qualifying the Certificates under state securities laws in accordance with Section 3(f), including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the Blue Sky Survey and any Legal Investment Survey, (vi) the fees and expenses of the Company's counsel Trustee, the Subordination Agent, the Loan Trustee, the Liquidity Provider, the Escrow Agent, the Paying Agent and independent accountants; (v) the Depositary, and the fees and disbursements of their respective counsel, (vii) any fees charged by rating agencies for rating the Certificates, (viii) all costs and expenses incurred in connection with related to review by the registration or qualification and determination of eligibility for investment Financial Industry Regulatory Authority, Inc. of the Securities under the laws of such jurisdictions as the Representatives may designate Certificates (including filing fees and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) Underwriters relating to review), (ix) any fees charged by costs and expenses of the rating agencies for rating Company relating to investor presentations on any "road show" undertaken in connection with the Securities; (vii) marketing of the Certificates, (x) certain reasonable fees and expenses of counsel for the Trustee Underwriters, and (xi) the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees expenses, if any, incurred in connection with any filing with, and clearance the listing of the offering by, the Financial Industry Regulatory Authority; and (ix) Certificates on any securities exchange. The Company will also cause to be paid all expenses incurred by incident to the Company in connection with any "road show" presentation performance of its obligations under the Operative Documents and each of the other agreements and instruments referred to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) therein. If (i) this Agreement is terminated pursuant to by you in accordance with the provisions of Section 9, (ii) 4 or Section 9(i) hereof, the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to shall reimburse the Underwriters for all of their out-of-pocket costs and expenses (including expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably counsel for the Underwriters, incurred by the Underwriters them in connection with this Agreement and the offering contemplated hereby. by this Agreement. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement 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; 21 (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 on the Nasdaq Capital Market; (v) the costs of counsel for all mailing and printing of the Underwriters); underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and all reasonable travel expenses of the Trustee Company's officers and employees and any other expense of the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees Company incurred in connection with any filing with, and clearance attending or hosting meetings with prospective purchasers of the offering by, Securities; (vii) any stock transfer taxes payable upon the Financial Industry Regulatory Authority; transfer of securities by the Company to the Underwriters and (ix) all expenses any other taxes incurred by the Company in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any "road show" presentation transfer agent or registrar for the Securities; (x) any reasonable cost and expenses in conducting background checks of the Company's officers and directors by a background search firm acceptable to potential investors; provided, however, that except as the Representative; (xi) fees of Underwriters' Counsel; (xii) the cost of preparing, printing and delivering certificates representing each of the Securities; (xiii) all other costs, fees and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in Section 7 or this section 22 (b) Notwithstanding anything to the contrary in this Section 11, 5, in the event that this Agreement is terminated by the Company, pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay the out-of-pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters shall pay their own costs and expenses, including without limitation through the date of such termination (including the fees and disbursements of their counsel and any advertising expenses (other than with respect 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 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, (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 Securities 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, 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 Securities 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, and 50% of the cost of any aircraft chartered in connection with any "road show" presentation the road show, the remaining 50% of the cost of such aircraft to potential investors; provided, however, that except be paid by the Underwriters, (ix) the fees and expenses associated with listing the Securities on the NYSE American, and (x) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Any such amount payable to the Underwriters may be deducted from the purchase price for the Securities. 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. -28- 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 Partnership Parties, jointly and severally, will pay or cause to be paid all costs costs, expenses and expenses incident to the performance of its obligations hereunder, including without limitation, fees in connection with (i) the costs incident to the authorization, registration, issuance, sale, preparation and delivery of the Securities and any taxes payable in that ...connection; upon the issuance, sale and delivery of the Securities to the Underwriters; (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; furnishing of copies of each thereof to the Underwriters; (iii) the costs of reproducing and distributing delivering each of the Transaction Documents; (iv) the fees and expenses of the Company's Partnership'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 state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum any blue sky memorandum to the Underwriters (including the reasonable related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees trustee and expenses any paying agent of the Trustee and the paying agent Securities (including related fees and expenses of any counsel to such parties); (viii) all expenses and (vii) application fees incurred in connection with any filing with, and clearance with FINRA; (viii) any fees charged by rating agencies for the rating of the offering by, Securities; (ix) any listing of the Financial Industry Regulatory Authority; Securities on any securities exchange or qualification of the Securities for quotation on the NYSE and (ix) any registration thereof under the Exchange Act; (x) the approval of the Securities for book-entry transfer by DTC; (xi) all expenses incurred by the Company Partnership Parties relating to presentations or meetings undertaken in connection with any "road show" presentation the marketing of the offering and sale of the Securities to potential investors; provided, however, that except as provided in Section 7 or this Section 11, prospective investors, including, without limitation, expenses associated with the Underwriters shall pay their own production of road show slides and graphics, travel, lodging and other expenses incurred by the officers of the Partnership Parties; and (xii) all other costs and expenses, including without limitation expenses incident to the fees and disbursements performance of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the obligations of the Partnership Parties hereunder for which provision is not otherwise made in this Section. (b) If (i) this Agreement is terminated pursuant to Section 9, Sections 9(ii) or 9(iv), (ii) the Company Partnership for any reason fails to tender the Securities for delivery to the Underwriters (other than as a result of the default by one or more of the Underwriters in its or their respective obligations hereunder) or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Partnership Parties (in addition to paying the amounts described in Section 11(a)) jointly and severally agree to 31 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. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Partnership Parties, jointly and severally, will pay or cause to be paid all costs costs, expenses and expenses incident to the performance of its obligations hereunder, including without limitation, fees in connection with (i) the costs incident to the authorization, registration, issuance, sale, preparation and delivery of the Securities and any taxes payable in that ...connection; upon the issuance, sale and delivery of the Securities to the Underwriters; (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; furnishing of copies of each thereof to the Underwriters; (iii) the costs of reproducing and distributing delivering each of the Transaction Documents; (iv) the fees and expenses of the Company's Partnership'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 state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum any blue sky memorandum to the Underwriters (including the reasonable related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees trustee and expenses any paying agent of the Trustee and the paying agent Securities (including related fees and expenses of any counsel to such parties); (viii) all expenses and (vii) application fees incurred in connection with any filing with, and clearance with FINRA; (viii) any fees charged by rating agencies for the rating of the offering by, Securities; (ix) any listing of the Financial Industry Regulatory Authority; Securities on any securities exchange or qualification of the Securities for quotation on the NYSE and (ix) any registration thereof under the Exchange Act; (x) the approval of the Securities for book-entry transfer by DTC; (xi) all expenses incurred by the Company Partnership Parties relating to presentations or meetings undertaken in connection with any "road show" presentation the marketing of the offering and 31 sale of the Securities to potential investors; provided, however, that except as provided in Section 7 or this Section 11, prospective investors, including, without limitation, expenses associated with the Underwriters shall pay their own production of road show slides and graphics, travel, lodging and other expenses incurred by the officers of the Partnership Parties; and (xii) all other costs and expenses, including without limitation expenses incident to the fees and disbursements performance of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the obligations of the Partnership Parties hereunder for which provision is not otherwise made in this Section. (b) If (i) this Agreement is terminated pursuant to Section 9, Sections 9(ii) or 9(iv), (ii) the Company Partnership for any reason fails to tender the Securities for delivery to the Underwriters (other than as a result of the default by one or more of the Underwriters in its or their respective obligations hereunder) or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Partnership Parties (in addition to paying the amounts described in Section 11(a)) jointly and severally agree 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. 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 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 Managers relating to such registration and qualification); (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 Managers relating to such filings); (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 accountants and independent accountants; (v) the fees and expenses incurred in connection with of counsel (including local and special counsel) for the registration or qualification and determination of eligibility for investment Company; (x) the reasonable documented out-of-pocket expenses of the Securities under Managers, including 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 reasonable fees, disbursements 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 Managers in connection with this Agreement and the offering Registration Statement and ongoing services in connection with the transactions contemplated hereby. hereunder, in an amount not to exceed (A) $100,000 arising out of executing this Agreement and the filing of the Prospectus Supplement and (B) in an amount not to exceed $10,000 per each quarter thereafter (solely for any quarter that includes a Representation Date) (xi) all other costs and expenses incident to the performance by the Company of its obligations hereunder. 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; 18 (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 on the Nasdaq Capital Market; (v) the costs of counsel for all mailing and printing of the Underwriters); underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and all reasonable travel expenses of the Trustee Company's officers and employees and any other expense of the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees Company incurred in connection with any filing with, and clearance attending or hosting meetings with prospective purchasers of the offering by, Securities; (vii) any stock transfer taxes payable upon the Financial Industry Regulatory Authority; transfer of securities by the Company to the Underwriters and (ix) all expenses any other taxes incurred by the Company in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any "road show" presentation transfer agent or registrar for the Securities; (x) any reasonable cost and expenses in conducting background checks of the Company's officers and directors by a background search firm acceptable to potential investors; provided, however, that except as the Representative; (xi) fees of Underwriters' Counsel; (xii) the cost of preparing, printing and delivering certificates representing each of the Securities; (xiii) all other costs, fees and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in Section 7 or this section (b) Notwithstanding anything to the contrary in this Section 11, 5, in the event that this Agreement is terminated by the Company, pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay the out-of-pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters shall pay their own costs and expenses, including without limitation through the date of such termination (including the fees and disbursements of their counsel and any advertising expenses (other than with respect 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
