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.
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Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company
will agrees to pay
or cause to be paid all
costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under th...e Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the costs, fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, Offered Shares (including all printing and distribution of a Blue Sky Memorandum (including the related engraving costs), (ii) all fees and expenses of counsel for the Underwriters); (vi) any registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriters, (iv) all fees charged and expenses of the Company's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the rating agencies Company, and each preliminary prospectus, 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 Offered Shares for rating offer and sale under the Securities; state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a "Blue Sky Survey" or memorandum and a "Canadian wrapper", and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, in an amount not to exceed $7,500, (vii) the fees and expenses of the Trustee Underwriters including but not limited to the fees and expenses of the paying agent (including related counsel to the Underwriters in connection with the review by FINRA of the 27 terms of the sale of the Offered Shares, payable upon the execution of this Agreement, in an amount not to exceed $15,000 in the aggregate, (viii) the costs and expenses of the Company relating to investor presentations on any "road show", including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any 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, the 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 Offered Shares on NASDAQ, 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 Offered Shares. Except as provided in Section 7 or this Section 11, 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. counsel.
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Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated,
each of the
Company Issuer and the Guarantor, jointly and severally, covenants and agrees with the Underwriters that it will pay or cause to be paid
all costs the following: (i) the fees, disbursements and expenses
incident to of the
performance of its obligations hereunder, including without limitation, (i) Issuer's and the
costs incident to Guarantor's counsel and accountants in ...connection with the authorization, issuance, sale, preparation and delivery issue of the Securities and any taxes payable all other expenses in that connection; (ii) the costs incident to connection with the preparation, printing printing, reproduction and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Final Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) thereof to the costs Underwriters and dealers; (ii) the cost of reproducing and printing or producing or distributing each of this Agreement, the Transaction Documents; (iv) Documents, the fees Blue Sky Memorandum, closing documents (including any compilations thereof) and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred any other documents in connection with the registration or offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification and determination of eligibility for investment of the Securities for offering and sale under state securities laws as provided in Section 4(h) hereof, 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 and expenses disbursements of counsel for the Underwriters); (vi) Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) any fees charged by the securities rating agencies services for rating the Securities; (vii) (v) the fees cost of preparing the Securities (not including the related legal fees); (vi) the fees, expenses and expenses disbursements 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 the Transaction Documents and the Securities; (vii) the costs and charges of any filing with, transfer agent and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) registrar; (viii) all expenses incurred by the Company Issuer and the Guarantor in connection with any "road show" presentation to potential investors; provided, investors and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 10. It is understood, however, that that, the Underwriters will pay, except as provided in this Section 10, and Section 7 or this Section 11, the Underwriters shall pay hereof, all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for 8 hereof or if any reason fails to tender the Securities for delivery to Underwriter shall default in its obligations hereunder, or if the Underwriters or (iii) the Underwriters decline shall fail to take and purchase the Securities due to the failure of the condition set forth in Section 6(c) hereof to be met, the Issuer and the Guarantor shall not then be under any liability to any Underwriter except as provided in Section 7 hereof; but for any other reason permitted under this Agreement, the Company agrees to Securities are not delivered by or on behalf of the Issuer and the Guarantor as provided herein, the Issuer and the Guarantor will, jointly and severally, reimburse the Underwriters for all out-of-pocket costs and expenses (including the expenses, including fees and expenses disbursements of their counsel) counsel, reasonably incurred by the Underwriters in connection with making preparations for the purchase, sale and delivery of the Securities, but the Issuer and the Guarantor shall then be under no further liability to the Underwriters except as provided in Section 7 hereof. 20 11. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and, solely to the extent set forth in Section 7 hereof, the officers and directors and any controlling persons referred to therein, and the affiliates of each Underwriter referred to therein. Nothing in this Agreement and the offering contemplated hereby. is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.
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Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company
will and the Selling Stockholder agree to pay or cause to be paid all costs and expenses incident to the performance of
its their obligations hereunder, including without limitation, (i) the costs incident to the
authorization, issuance, sale, preparation and delivery of the
Securities Shares and any taxes payable in that connection; (ii) the costs incident to the prepa
...ration, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; this Agreement; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives Underwriter may designate with the prior approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); Underwriter) (such fees and disbursements of U.S. counsel for the Underwriter pursuant to this clause (v) shall not exceed $10,000); (vi) any fees charged by the rating agencies for rating the Securities; cost of preparing stock certificates, if applicable; and (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) all expenses transfer agent and application fees incurred in connection with any filing with, 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, registrar. It is, however, understood that except as provided in Section 7 or this Section 11, 13 or Section 9 hereof, the Underwriters Underwriter shall pay their all of its own costs and expenses, including including, without limitation limitation, the fees and disbursements of their counsel its counsel, stock transfer taxes payable on resale of any Shares by it and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. it makes. (b) If (i) this Agreement is terminated pursuant to Section 9, 11 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 11), (ii) the Company Selling Stockholder for any reason fails to tender the Securities Shares for delivery to the Underwriters Underwriter (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 11 or the default by the Underwriter in its obligations hereunder) or (iii) the Underwriters decline Underwriter declines to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees and the Selling Stockholder agree to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby. (c) The provisions of this Section 13 shall not supersede or otherwise affect any agreement that the Company and the Selling Stockholder may otherwise have for the allocation of such expenses among themselves, including, without limitation, any provisions of the Registration Rights Agreement, dated as of April 23, 2018, by and between the Company and the Selling Stockholder related to the allocation of expenses between the Company and the Selling Stockholder.
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Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated,
each of the
Company Issuer and the Guarantor, jointly and severally, covenants and agrees with the Underwriters that it will pay or cause to be paid
all costs the following: (i) the fees, disbursements and expenses
incident to of the
performance of its obligations hereunder, including without limitation, (i) Issuer's and the
costs incident to Guarantor's counsel and accountants in ...connection with the authorization, issuance, sale, preparation and delivery issue of the Securities and any taxes payable all other expenses in that connection; (ii) the costs incident to connection with the preparation, printing printing, reproduction and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Final Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) thereof to the costs Underwriters and dealers; (ii) the cost of reproducing and printing or producing or distributing each of this Agreement, the Transaction Documents; (iv) Documents, the fees Blue Sky Memorandum, closing documents (including any compilations thereof) and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred any other documents in connection with the registration or offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification and determination of eligibility for investment of the Securities for offering and sale under state securities laws as provided in Section 4(h) hereof, 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 and expenses disbursements of counsel for the Underwriters); (vi) Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) any fees charged by the securities rating agencies services for rating the Securities; (vii) (v) the fees cost of preparing the Securities (not including the related legal fees); (vi) the fees, expenses and expenses disbursements 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 the Transaction Documents and the Securities; (vii) the costs and charges of any filing with, transfer agent and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) registrar; (viii) all expenses incurred by the Company Issuer and the Guarantor in connection with any "road show" presentation to potential investors; provided, and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 10. It is understood, however, that that, the Underwriters will pay, except as provided in this Section 10, and Section 7 or this Section 11, the Underwriters shall pay hereof, all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for 8 hereof or if any reason fails to tender the Securities for delivery to Underwriter shall default in its obligations hereunder, or if the Underwriters or (iii) the Underwriters decline shall fail to take and purchase the Securities due to the failure of the condition set forth in Section 6(c) hereof to be met, the Issuer and the Guarantor shall not then be under any liability to any Underwriter except as provided in Section 7 hereof; but for any other reason permitted under this Agreement, the Company agrees to Securities are not delivered by or on behalf of the Issuer and the Guarantor as provided herein, the Issuer and the Guarantor will, jointly and severally, reimburse the Underwriters for all out-of-pocket costs and expenses (including the expenses, including fees and expenses disbursements of their counsel) counsel, reasonably incurred by the Underwriters in connection with making preparations for the purchase, sale and delivery of the Securities, but the Issuer and the Guarantor shall then be under no further liability to the Underwriters except as provided in Section 7 hereof. 20 11. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and, solely to the extent set forth in Section 7 hereof, the officers and directors and any controlling persons referred to therein, and the affiliates of each Underwriter referred to therein. Nothing in this Agreement and the offering contemplated hereby. is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.
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Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company
will and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses
actually incurred and incident to the performance of
its their respective 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 c
...onnection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, Offering Memorandum, any Issuer Free Writing Prospectus, any other Time of Sale Information Information, any Issuer Written Communication, any Permitted General Solicitation and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; Documents and the Indenture; (iv) the fees and expenses of the Company's and the Guarantors' 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 Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Initial Purchasers); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the any 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 the approval of the offering by, the Financial Industry Regulatory Authority; Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, investors (provided that the cost of any aircraft chartered in connection with the road show will be borne 100% by the Initial Purchasers). It is understood, however, that except as provided in Section 7 or and this Section 11, 10(a), the Underwriters shall Initial Purchasers will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel (other than pursuant to clause (v)) and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees and each of the Guarantors jointly and severally agree to reimburse the Underwriters Initial Purchasers for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby. 26 11. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Initial Purchaser referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor merely by reason of such purchase.
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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 Prospectus 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 ("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 Prospectus and ongoing services in connection with the transactions contemplated hereby. hereunder; and (xi) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
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Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company
will 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 Offered Securities under (including all printing and engraving costs), (ii) all fees and expenses of the laws registrar and transfer agent of such jurisdictions as the Representatives may designate Offered Shares and Warrant Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriter, (iv) all fees 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 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, authorized or used by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees and reasonable attorneys' fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky Laws or the provincial securities Laws of Canada, and, if requested by the Underwriter, preparing and printing a Blue "Blue Sky Memorandum (including Survey" or memorandum and a "Canadian wrapper", and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (vii) the reasonable costs, fees and expenses incurred by the Underwriter in connection with determining -26- its compliance with the rules and regulations of FINRA related to the Underwriter's participation in the offering and distribution of the Offered Securities, including any related filing fees and the reasonable legal fees of, and disbursements by, counsel to the Underwriter, (viii) out-of-pocket expenses of the Underwriter related to the issuance and sale of the Offered Securities, including the reasonable fees, costs, and disbursements of counsel to the Underwriter, which out-of-pocket expenses shall not exceed an aggregate amount of $150,000.00 (inclusive of the costs, fees and expenses of counsel for to the Underwriters); Underwriter described in clauses (vi) any fees charged by and (vii) above), (ix) the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee Company relating to investor presentations on any "road show" undertaken in connection with the offering of the Offered Securities, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and the paying agent (including related 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; 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, with the remaining 50% of the cost of such aircraft to potential investors; provided, however, that except be paid by the Underwriter, (x) the fees and expenses associated with listing the Offered Securities on Nasdaq, and (xi) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement. Any such amount payable to the Underwriter may be deducted from the purchase price for the Offered Securities to the extent invoiced prior to Closing. Except as provided in this Section 7 4 or this in Section 7, Section 10 or Section 11, the Underwriters Underwriter shall pay their its own costs and expenses, including without limitation the fees and disbursements of their its 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 its own travel 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. lodging expenses.
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Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the
Company Planet Fitness Parties, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of
its their obligations hereunder, including without limitation, (i) the costs incident to the
authorization, issuance, authorization and issuance of Shares by the Company to the TSG Continuing LLC Owners and the Specified Selling 31 Stockholde...rs in connection herewith and the 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 Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's Planet Fitness Parties' counsel and independent accountants; (v) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriter); (v) the cost of preparing stock certificates (if any); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any transfer agent and any registrar; (vii) all reasonable expenses (including the legal fees of counsel to such parties); (viii) all expenses for the Underwriter) and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) FINRA; (viii) all expenses incurred by the Company Planet Fitness Parties in connection with any "road show" presentation to potential investors; provided, however, provided that except as any expenses associated with any chartered plane used in connection with any "road show" presentation to potential investors will be paid 50% by the Planet Fitness Parties and 50% by the Underwriter; and (ix) all expenses and application fees related to the listing of the Shares on The New York Stock Exchange; provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation that the fees and disbursements of their counsel for the Underwriter pursuant to clauses (iv) and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (vii) hereof shall not exceed $25,000 in the aggregate. (b) If (i) this Agreement is terminated pursuant to Section 9, 11 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) or Section 11), (ii) the Company Selling Stockholders for any reason fails fail to tender the Securities Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees each Planet Fitness Party, jointly and severally, agree to reimburse the Underwriters Underwriter for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby. (c) The provisions of this Section 13 shall not affect any agreement that the Company and the Selling Stockholders may make for the sharing of such costs and expenses.
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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 Underwriters 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 Securities under the Act and all
other expenses in connection with the preparation, printing and filing of the Registration Statement, 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 10 Underwriters, this Agreement, the Pricing Agreement, the Indenture, any Blue Sky Memorandum and any other documents in connection with the offering, purchase, sale and delivery of the Designated Securities; (iii) all expenses in connection with the qualification of the Designated Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) any fees charged by securities rating services for rating the Designated Securities; (v) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Designated Securities; (vi) the cost of preparing the Designated Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with the Indenture and the Designated Securities; and (viii) 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, this Section 7. It is understood, however, that that, except as provided in this Section 7 or this Section 11, and Sections 9 and 12 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Designated Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
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Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company
will 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 $115,000, (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 and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. counsel.
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