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 Company covenants and agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, several Managers that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of each Registration Statemen...t, Basic Prospectus, Prospectus, Issuer Free Writing Prospectus and Unscheduled Free Writing Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Managers and dealers; (ii) the cost of printing or producing any Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(d) hereof, including (but only in the case that the Shares are not "covered securities" within the meaning of Section 18 of the Act) the fees and disbursements of counsel for the Managers in connection with such qualification and in connection with the Blue Sky survey (iv) all fees and expenses in connection with listing the Shares on the Exchange; (v) the filing fees incident to, and the fees and disbursements of counsel for the Managers in connection with, any required review by the Financial Industry Regulatory Authority, Inc. ("FINRA") of the terms of the sale of the Shares (which fees and disbursements of counsel (excluding, for the avoidance of doubt, any such filing fees) shall not exceed $10,000 in the aggregate); (vi) the cost of preparing stock certificates; (vii) the cost and charges of any transfer agent or registrar; (viii) if Shares having an aggregate offering price of $10,000,000 or more have not been offered and sold under this Agreement by the second anniversary of this Agreement (or such earlier date at which the Company terminates this Agreement), the Company shall reimburse the Managers for all reasonable documented out-of-pocket expenses of the Managers, including the reasonable fees and disbursements of counsel to the Managers, to be limited, at any given time, to one counsel for the Managers together with any local counsel) in connection with this Agreement and ongoing services in connection with the transactions contemplated by this Agreement (the "Expenses"); provided, however, that the Expenses shall not exceed an aggregate under this Agreement of $100,000; and (ix) all other 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 hereunder which are not otherwise specifically provided for in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, 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. 5. 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 and expenses incident to the performance of its obligations hereunder, under this Agreement, including without limitation, (i) the costs incident preparation, printing, delivery to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to t...he preparation, printing Underwriters and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information the preliminary prospectus and the Prospectus (including all exhibits, amendments as originally filed and supplements thereto) and of each amendment or supplement thereto, (ii) the distribution thereof; copying of this Agreement, (iii) the costs of reproducing preparation, issuance and distributing each delivery of the Transaction Documents; certificates for the Depositary Shares to the Underwriters, including capital duties, stamp duties and transfer taxes, if any, payable upon issuance of any of the Shares or the sale of the Depositary Shares to the Underwriters, (iv) the fees and expenses of any transfer agent or trustee for 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 Shares, and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel to any such transfer agent or trustee for the Underwriters); Shares, (v) the fees and disbursements of the Company's counsel and accountants, (vi) the qualification of the Shares under state securities laws in accordance with the provisions of Section 5(e), including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky survey, (vii) the printing and delivery to the Underwriters of copies of any blue sky survey, (viii) the listing of the Shares with the NYSE, (ix) the fees of FINRA, (x) any fees charged by the rating agencies for the rating of the Securities; (vii) Depositary Shares, and (xi) the fees and expenses of the Trustee any depository and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred nominee thereof in connection with any filing with, and clearance the Depositary Shares. If the sale of the offering by, Depositary Shares provided for herein is not consummated because any condition to the Financial Industry Regulatory Authority; and (ix) all expenses incurred by obligations of the Underwriters set forth in Section 6 hereof is not satisfied or because of any refusal, inability or failure on the part of the Company in connection 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 other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters shall pay their own costs and expenses, including without limitation the severally upon demand for all out-of-pocket expenses (including 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) 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 that shall have been incurred by the Underwriters them in connection with this Agreement the proposed purchase and sale of the offering contemplated hereby. Depositary Shares. 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 and expenses incident to the performance of its obligations hereunder, under this Agreement, including without limitation, (i) the costs incident preparation, printing, delivery to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to t...he preparation, printing Underwriters and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information the preliminary prospectus and the Prospectus (including all exhibits, amendments as originally filed and supplements thereto) and of each amendment or supplement thereto, (ii) the distribution thereof; copying of this Agreement, (iii) the costs of reproducing preparation, issuance and distributing each delivery of the Transaction Documents; certificates for the Depositary Shares to the Underwriters, including capital duties, stamp duties and transfer taxes, if any, payable upon issuance of any of the Shares or the sale of the Depositary Shares to the Underwriters, (iv) the fees and expenses of any transfer agent or trustee for 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 Shares, and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel to any such transfer agent or trustee for the Underwriters); Shares, (v) the fees and disbursements of the Company's counsel and accountants, (vi) the qualification of the Shares under state securities laws in accordance with the provisions of Section 5(e), including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky survey, (vii) the printing and delivery to the Underwriters of copies of any blue sky survey, (viii) the fees of FINRA, (ix) any fees charged by the rating agencies for the rating of the Securities; (vii) Depositary Shares, and (x) the fees and expenses of the Trustee any depository and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred nominee thereof in connection with any filing with, and clearance the Depositary Shares. If the sale of the offering by, Depositary Shares provided for herein is not consummated because any condition to the Financial Industry Regulatory Authority; and (ix) all expenses incurred by obligations of the Underwriters set forth in Section 6 hereof is not satisfied or because of any refusal, inability or failure on the part of the Company in connection 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 other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters shall pay their own costs and expenses, including without limitation the severally upon demand for all out-of-pocket expenses (including 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) 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 that shall have been incurred by the Underwriters them in connection with this Agreement the proposed purchase and sale of the offering contemplated hereby. Depositary Shares. View More
Payment of Expenses. (a) Whether The Depositor will pay all expenses incident to the transactions contemplated by this Agreement, whether or not the transactions contemplated by this Agreement herein 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, consummated, 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 Statement as originally filed and 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 amendment thereto, (ii) the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees Preliminary Prospectus and expenses any other Time of counsel for Sale Information, each other preliminary prospectus, all computational materials, if any, and the Underwriters); (vi) any fees charged by Prospectus and each amendment or supplement thereto and delivery of copies thereof to the rating agencies for rating Underwriters, (iii) the Securities; (vii) preparation of this Agreement and the fees Basic Documents, (iv) the preparation, issuance and expenses delivery of the Trustee and Notes to 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 Underwriters, (v) the fees and disbursements of their counsel MBFS' and any advertising expenses (other than the Depositor's counsel, (vi) the 11 fees and disbursements of the Depositor's independent registered public accounting firm, (vii) the qualification of the Notes under securities laws in accordance with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to the provisions of 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 5(e) of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs including filing fees and expenses (including the fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters counsel in connection therewith and in connection with this Agreement the preparation of any blue sky or legal investment survey and the offering contemplated hereby. delivery thereof to any Underwriter, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and disbursements of the Indenture Trustee and its counsel, if any, and (x) the fees and disbursements of the Owner Trustee and its counsel. 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, preliminary prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information the General 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 of the Company's counsel incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state securities or blue sky laws of such jurisdictions as the Representatives Sales Agents may designate reasonably designate; (v) the cost of preparing stock certificates and closing transcripts; (vi) the preparation, printing costs and distribution charges of a Blue Sky Memorandum (including the related fees any transfer agent and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; registrar; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); Subscription Agent; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; FINRA; and (ix) all expenses incurred by the Company or the Bank in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 investors. (b) Whether or not the transactions contemplated by 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) Agreement are consummated or this Agreement is terminated pursuant to Section 9, (ii) terminated, 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 Bank shall reimburse the Underwriters Sales Agents for their reasonable attorney's fees and related legal expenses, not to exceed $75,000, as well as all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters from time to time in connection with the provision of their services hereunder, including database and similar information charges related to third party vendors; travel-related expenses; postage, telecommunication, printing, and duplicating expenses, and any background checks on individuals required for compliance purposes, not to exceed $25,000 in aggregate. If any compensation or expenses payable to the Sales Agents pursuant to this Agreement are not fully paid when due, the Company and the Bank agrees to pay all costs of collection or other enforcement of the Sales Agents' rights hereunder, including but not limited to attorneys' fees and expenses, whether collected or enforced by suit or otherwise. 22 11. Right of First Refusal. Effective upon the Closing Date, the Sales Agents shall have a right of first refusal for the period beginning on the Closing Date and ending on the 365th day following the Closing Date to act as a lead managing underwriter or a lead placement agent and book runner in connection with any public or private offering of equity securities, preferred securities or preferred securities convertible into equity securities contemplated hereby. by the Company. The Sales Agents shall have ten (10) business days from its receipt of the written terms offering such engagement (the "Written Offering Terms") in which to determine whether or not to accept such offer and, if the Sales Agents refuse, and provided that such financing is consummated (a) with another placement agent or underwriter upon substantially the same terms and conditions as the Written Offering Terms and (b) within three months after the end of the aforesaid ten (10)-business day period, this right of first refusal shall be forfeited and terminated; provided, however, if the financing is not consummated under the conditions of clauses (a) and (b) above, then the right of first refusal shall once again be reinstated under the same terms and conditions set forth in this section during the remainder of such 365-day period. 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, upon demand, pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident (i)expenses rela...ting to the preparation, printing printing, filing and filing under the Securities Act distribution of the Statutory Prospectus, the Final Prospectus, the Registration Statement, the Preliminary Prospectus, any Issuer Statement and each Permitted Free Writing Prospectus, Prospectus and any Time of Sale Information and the Prospectus (including all exhibits, amendments and thereof or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and thereto, (ii) 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 relating to the preparation, printing and distribution of a Blue Sky Memorandum this Agreement, the Class B Certificates, the Equipment Notes, the Operative Documents, any Underwriter's questionnaire or related matters, the blue sky survey by the Underwriters' counsel, (iii) expenses relating to the issuance and delivery of the Class B Certificates to the Underwriters, (iv) the fees and disbursements of the Company's counsel and accountants, (v) expenses of qualifying the Class B Certificates under state securities laws in accordance with Section 3(f) hereof, including filing fees and 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 and the Loan Trustee, and the fees and disbursements of their respective counsel, (vii) any fees charged by rating agencies for rating the Class B Certificates, (viii) all costs and expenses related to review by the Financial Industry Regulatory Authority, Inc. of the Class B Certificates (including filing fees and the related fees and expenses of counsel for the Underwriters); (vi) Underwriters relating to review), (ix) any fees charged by costs and expenses in connection with any electronic "road show", as well as any costs and expenses of the rating agencies for rating Company 18 relating to investor presentations on any "road show", in each case undertaken in connection with the Securities; (vii) marketing of the Class B Certificates, (x) certain reasonable fees and expenses of counsel for the Trustee Underwriters in the amount previously agreed to between the Company and the paying agent (including related Underwriters, and (xi) the 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) Class B 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 Equipment Notes and 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) or (iii) hereof, the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to shall, upon demand, reimburse the Underwriters for all of their out-of-pocket costs and expenses (including expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably counsel for the Underwriters, incurred by the Underwriters them in connection with this Agreement and the offering contemplated hereby. by this Agreement. View More
Payment of Expenses. (a) Whether The Company, whether or not the transactions contemplated by this Agreement are consummated or this Agreement any sale of Securities is terminated, the Company consummated, will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) under this Agreement, including, (a) the costs incident to preparation and filing of the authorization, issuance, sale, preparation Registration Statement and all amendmen...ts thereto and any Permitted Free Writing Prospectus, the Pricing Prospectus, the Final Supplemented Prospectus and any amendments or supplements thereto, (b) the preparation, filing and reproduction of this Agreement, (c) the preparation, printing or other reproduction, issuance and delivery of the Securities, including any fees and expenses relating to the use of book-entry Securities, (d) the fees and disbursements of the Company's accountants and counsel, the Trustee and its counsel, and of any calculation agent, (e) the qualification of the Securities under state securities laws in accordance with the provisions of Section 5(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky survey and any taxes payable legal investment survey, (f) the printing and delivery to the Underwriters in that connection; (ii) quantities as hereinabove stated of copies of the costs incident to Registration Statement and any amendments thereto, and of any Permitted Free Writing Prospectus, the Pricing Prospectus, the Final Supplemented Prospectus and any amendments or supplements thereto, (g) the preparation, printing or other reproduction and delivery to the Underwriters of copies of the Indenture and all supplements and amendments thereto, (h) any fees charged by rating agencies for the rating of the Securities, (i) the fees and expenses, if any, incurred with respect to any filing under with the Financial Industry Regulatory Authority, Inc. or listing on a securities exchange, (j) any advertising and other out-of-pocket expenses of the Underwriters incurred with the approval of the Company, (k) the cost of providing any CUSIP or other identification numbers for the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) (l) the fees and expenses of DTC (as defined in the Company's counsel Indenture) and independent accountants; (v) the fees and expenses incurred any nominees thereof in connection with the registration Securities. 25 10. Default by an Underwriter. If any one or qualification more Underwriters shall fail to purchase and determination of eligibility pay for investment any of the Securities under the laws of agreed to be purchased by such jurisdictions as the Representatives may designate Underwriter or Underwriters hereunder 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 failure to purchase shall constitute a default in the Securities for any reason permitted performance of its or their obligations under this Agreement, the Company agrees remaining Underwriters shall be obligated severally to reimburse take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters for agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all out-of-pocket costs and expenses (including of the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representative shall determine in order that the required changes in the Registration Statement and the offering contemplated hereby. Final Supplemented Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. View More
Payment of Expenses. (a) Whether or not The MarkWest Parties agree to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its their and the Selling Unitholder's 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, issu...ance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing or reproduction and filing under with the Securities Act Commission of the Registration Statement (including financial statements and exhibits thereto), the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Preliminary Prospectus, any and each Issuer Free Writing Prospectus, and all amendments or supplements to any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing them, as may, in each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the NYSE; (vi) any registration or qualification and determination of eligibility for investment of the Securities Units for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate several states (including filing fees and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) Manager relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. ("FINRA") (including filing fees charged and the reasonable fees and expenses of counsel for the Manager relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of the rating agencies for rating Partnership's representatives in connection with presentations to prospective purchasers of the Securities; (vii) Units; (ix) the fees and expenses of the Trustee Partnership's accountants and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all 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 (including local and special counsel) reasonably incurred by for the Underwriters Partnership; (x) the reasonable documented out-of-pocket expenses of the Managers, including the reasonable fees, disbursements and expenses of counsel for the Managers in connection with this Agreement and the offering Registration Statement and ongoing services in connection with the transactions contemplated hereby. hereunder; and (xi) all other costs and expenses incident to the performance by the MarkWest Parties or the Selling Unitholder of their obligations hereunder; provided, however, that under no circumstances shall the MarkWest Parties be 30 obligated to pay the underwriting fees, discounts and selling commissions (and similar fees or arrangements associated with) and transfer taxes allocable to the sale of the Secondary Units by the Selling Unitholder (the "Selling Unitholder Fees"). (b) The Selling Unitholder agree to pay the Selling Unitholder Fees. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Expenses. The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printi...ng and filing under the Securities Act of the Registration Statement, Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information preparation, issuance and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each delivery of the Transaction Documents; (iv) certificates for the Securities to the Placement Agents, including any stock, transfer or other taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Placement Agents, (iii) the fees and expenses disbursements of the Company's counsel counsel, accountants and independent accountants; (v) other advisors, (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the securities laws of such the several jurisdictions as the Representatives may designate and provided in Section 4(e) hereof, (v) the preparation, printing and distribution of a Blue Sky Memorandum addressing offer and sale of the Securities exclusively to certain institutional investors (including the related fees and expenses of counsel for to the Underwriters); Placement Agents in amount not to exceed $15,000 (the "Blue Sky Reimbursement"), (vi) the preparation, printing and delivery to the Placement Agents of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any fees charged amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the rating agencies for rating the Securities; Placement Agents to investors, (vii) the fees and expenses of any transfer agent or registrar for the Trustee Securities, (viii) the costs and expenses of the Company 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, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the officers of the Company and any such consultants, and the paying agent cost of aircraft and other transportation chartered or owned by the Company or its affiliates and used in connection with the road show, (ix) the filing fees incident to the review by FINRA of the terms of the sale of the Securities (including 25 related fees and expenses of any counsel to such parties); (viii) the Placement Agents in an amount not to exceed $20,000 (the "FINRA Reimbursement")), (x) all costs and expenses incident to the quotation of the Securities on the OTCQX , including expenses incurred by the Placement Agents in connection therewith (including reasonable legal fees and application expense of the Placement Agents' legal counsel), (xi) the actual and reasonable out-of-pocket expenses incurred by the Placement Agents in connection with the performance of its obligations under this Agreement (including the reasonable legal fees and expenses of the Placement Agents' legal counsel incurred in connection with any filing with, and clearance of the offering by, contemplated by this Agreement), up to an aggregate of $50,000 (the "Legal Fee Reimbursement"), and (xii) the Financial Industry Regulatory Authority; costs and (ix) all expenses incurred by the Company (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any "road show" presentation contracts for sale of the Securities made by the Placement Agents caused by a breach of the representation contained in the third sentence of Section 1(a)(ii). (b) Placement Agents Expenses. Except to potential investors; provided, however, that except as the extent otherwise provided in Section 7 6(a) or this Section 11, 6(c) hereof, the Underwriters shall Placement Agents will pay their all of its own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) for the Placement Agents. (c) Termination of Agreement. If (i) this Agreement is terminated pursuant to by the Placement Agents in accordance with the provisions of Section 9, (ii) 7(n) or Section 11(a) hereof, the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to shall reimburse the Underwriters Placement Agents for all of their out-of-pocket costs and expenses (including expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by counsel for the Underwriters in connection with this Agreement and the offering contemplated hereby. Placement Agents. View More
Payment of Expenses. (a) Whether The Depositor will pay all expenses incident to the transactions contemplated by this Agreement, whether or not the transactions contemplated by this Agreement herein 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, consummated, 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 Statement as originally filed and 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 amendment thereto, (ii) the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees Preliminary Prospectus and expenses any other Time of counsel for Sale Information, each other preliminary prospectus, all computational materials, if any, and the Underwriters); (vi) any fees charged by Prospectus and each amendment or supplement thereto and delivery of copies thereof to the rating agencies for rating Underwriters, (iii) the Securities; (vii) preparation of this Agreement and the fees Basic Documents, (iv) the preparation, issuance and expenses delivery of the Trustee and Offered Notes to 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 Underwriters, (v) the fees and disbursements of their counsel MBFS' 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 Depositor's counsel, (vi) the fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters Depositor's independent registered public accounting firm, (vii) the qualification of the Offered Notes under securities laws in accordance with the provisions of Section 5(e) of this Agreement, including filing fees and the fees and disbursements of counsel in connection therewith and in connection with this Agreement the preparation of any blue sky or legal investment survey and the offering contemplated hereby. delivery thereof to any Underwriter, (viii) any fees charged by rating agencies for the rating of the Offered Notes, (ix) the fees and disbursements of the Indenture Trustee and its counsel, if any, and (x) the fees and disbursements of the Owner Trustee and its counsel. View More
