Payment of Expenses Clause Example with 1,950 Variations from Business Contracts
This page contains Payment of Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities A...ct of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.View More
Variations of a "Payment of Expenses" Clause from Business Contracts
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs costs, fees and expenses incident to incurred in connection with the performance of its obligations hereunder, including without limitation, limitation (i) the costs all expenses incident to the authorization, issuance, sale, preparation issuance and delivery of the Securities Offered ADSs, (ii) all fees and any taxes pay...able expenses of the Depositary, (iii) all necessary Transaction Taxes in that connection; (ii) connection with the costs incident issuance and sale of the Offered ADSs 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 Underwriters, including such Transaction Taxes referred to in Section 3(xx) above, (iv) 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 counsel, the independent public or certified public accountants and independent accountants; other advisors, (v) the fees all costs and expenses incurred in connection with the registration or qualification preparation, printing, filing, shipping and determination of eligibility for investment distribution of the Securities Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the ADS Registration Statements, the Pricing Disclosure Package, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, and this Agreement, (vi) (a) all filing fees, attorneys' fees and expenses incurred by the Company or reasonably incurred by the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered ADSs for offer and sale under the state securities or blue sky laws and the laws of any foreign jurisdiction, and, if requested by the Underwriters, preparing and printing a "Blue Sky Survey" or memorandum and any supplements thereto, advising the Underwriters of such jurisdictions as qualifications, registrations and exemptions and (b) the Representatives may designate costs and expenses incurred reasonably incurred by the preparation, printing Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters' participation in the offering and distribution of a Blue Sky Memorandum (including the Offered ADSs, including any related FINRA filing fees and expenses the legal fees of, and disbursements by, counsel to the Underwriters (in the cases of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; clauses (a) and (b) of this clause (vi), in an aggregate amount not to exceed $15,000), (vii) the fees costs and expenses of the Trustee Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Offered ADSs, 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 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, -32- Company, and travel and lodging expenses of the Financial Industry Regulatory Authority; representatives, employees and (ix) all expenses incurred by officers of the Company in connection with any "road show" presentation to potential investors; provided, Company; provided however, that except as otherwise provided in Section 7 or this Section 11, herein, the Underwriters shall will pay all of their own costs and expenses, including without limitation the transportation and other expenses incurred by the Underwriters on their own behalf in connection with presentations to prospective purchasers of the Securities, and (viii) the fees and disbursements of their counsel and any advertising expenses (other than associated with respect to any road show presentation) connected with any offers they make. listing the Offered ADSs on the NASDAQ Global Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Offered ADSs for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Offered ADSs for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs costs, fees and expenses incident to incurred in connection with the performance of its obligations hereunder, including without limitation, limitation (i) the costs all expenses incident to the authorization, issuance, sale, preparation issuance and delivery of the Securities Offered ADSs, (ii) all fees and any taxes pay...able expenses of the Depositary, (iii) all -33- necessary Transaction Taxes in that connection; (ii) connection with the costs incident issuance and sale of the Offered ADSs 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 Underwriters, including such Transaction Taxes referred to in Section 3(xx) above, (iv) 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 counsel, the independent public or certified public accountants and independent accountants; other advisors, (v) the fees all costs and expenses incurred in connection with the registration or qualification preparation, printing, filing, shipping and determination of eligibility for investment distribution of the Securities Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the ADS Registration Statements, the Pricing Disclosure Package, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, and this Agreement, (vi) (a) all filing fees, attorneys' fees and expenses incurred by the Company or reasonably incurred by the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered ADSs for offer and sale under the state securities or blue sky laws and the laws of any foreign jurisdiction, and, if requested by the Underwriters, preparing and printing a "Blue Sky Survey" or memorandum and any supplements thereto, advising the Underwriters of such jurisdictions as qualifications, registrations and exemptions and (b) the Representatives may designate costs and expenses incurred reasonably incurred by the preparation, printing Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters' participation in the offering and distribution of a Blue Sky Memorandum (including the Offered ADSs, including any related FINRA filing fees and expenses the legal fees of, and disbursements by, counsel to the Underwriters (in the cases of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; clauses (a) and (b) of this clause (vi), in an aggregate amount not to exceed $15,000), (vii) the fees costs and expenses of the Trustee Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Offered ADSs, 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 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, and travel and lodging expenses of the Financial Industry Regulatory Authority; representatives, employees and (ix) all expenses incurred by officers of the Company in connection with any "road show" presentation to potential investors; provided, Company; provided however, that except as otherwise provided in Section 7 or this Section 11, herein, the Underwriters shall will pay all of their own costs and expenses, including without limitation the transportation and other expenses incurred by the Underwriters on their own behalf in connection with presentations to prospective purchasers of the Securities, and (viii) the fees and disbursements of their counsel and any advertising expenses (other than associated with respect to any road show presentation) connected with any offers they make. listing the Offered ADSs on the NASDAQ Global Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Offered ADSs for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Offered ADSs for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is 19 terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, the following: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable all expenses i...n that connection; (ii) the costs incident to connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, any Time of Sale Information Written Testing-the-Waters Communication and the Prospectus (including any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; (iii) mailing and delivering of copies thereof to the costs of reproducing Underwriters and distributing each of dealers; (ii) the Transaction Documents; (iv) the fees fees, disbursements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state or foreign securities or blue sky laws as provided in Section 4(f) hereof and any offering of Directed Shares outside the United States, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and determination in connection with any blue sky survey (such fees relating to any blue sky survey in an amount equal to $5,000); (iv) the filing fees incident to, and the fees and disbursements of eligibility counsel for investment the Underwriters (in an amount equal to $20,000) in connection with, securing any required review by FINRA of the Securities under terms of the laws Offering; (v) all fees and expenses in connection with listing the Shares on the NASDAQ; (vi) all travel expenses of such jurisdictions as the Representatives may designate Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares (which shall include one half of the cost of any aircraft chartered in connection with any roadshow); (vii) 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 one or more versions of the Trustee Pricing Prospectus and the paying agent Prospectus for distribution in Canada, including in the form of a Canadian "wrapper" (including related fees and expenses of any Canadian counsel to such parties); the Underwriters); (viii) all expenses and application fees any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be paid: (ix) the cost and charges of any filing with, transfer agent or registrar for the Shares; and clearance (y) all other costs and expenses incident to the performance of the offering by, the Financial Industry Regulatory Authority; its obligations hereunder which are not otherwise specifically provided for in this Section 6; and (ix) all costs and expenses incurred of the Underwriters, including the fees and disbursements of counsel for the Underwriters, in connection with matters related to the Directed Shares which are designated by the Company in connection with any "road show" presentation for sale to potential investors; provided, Directed Share Purchasers. It is understood, however, that except as provided in Section 7 or this Section 11, Sections 6, 8, 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 and stock transfer taxes on resale of any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) of the 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 Shares by the Underwriters in connection with this Agreement and the offering contemplated hereby. them. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities A...ct of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) (ii) the costs of reproducing and distributing each of the Transaction Documents; (iv) this Agreement; (iii) the fees and expenses of the Company's counsel and independent accountants; (v) accountants and the reasonable and documented fees and expenses of one counsel for the Selling Stockholders and the fees and expenses of Alliance Boots' independent accountants and; (iv) 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 Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters); (vi) any fees charged by Underwriters, not to exceed $15,000 in the rating agencies for rating the Securities; (vii) aggregate); (v) the fees and expenses of the Trustee and the paying agent Transfer Agent (including related fees and expenses of any counsel to such parties); (viii) person); (vi) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; Authority (including the related reasonable and (ix) documented fees and expenses of counsel for the Underwriters, not to exceed $50,000 in the aggregate) and (vii) all expenses incurred by and application fees related to the listing of any Securities on any securities exchange. For the avoidance of doubt, the Company, the Selling Stockholders and the Underwriters agree that, if the Company receives any amounts otherwise payable to the Selling Stockholders pursuant to this Agreement, the Company shall receive such amounts solely in connection with any "road show" presentation trust for the Selling Stockholders and shall promptly pay over such amounts to potential investors; provided, however, that except the Selling Stockholders. Except as provided in Section 7 or this Section 11, 12 hereof, the Underwriters shall pay their own costs and expenses, including including, without limitation limitation, the fees costs and disbursements expenses of their counsel counsel, stock transfer taxes on resale of the Securities they may make and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. Notwithstanding the foregoing, as between the Company and the Selling Stockholders, the provisions of this Section 12 shall not affect any agreement that the Company and the Selling Stockholders may have or make regarding the allocation of expenses solely between the Company and the Selling Stockholders. (b) If (i) this Agreement is terminated pursuant to Section 9, 10(ii), (ii) the Company Selling Stockholders for any reason (other than a breach by any Underwriter hereunder) 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. hereby; provided, that the Company shall then be under no further obligation to the Underwriters in respect of this Agreement except as provided in Section 8 hereof. 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 Issuer and the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses 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 documentary, stamp or similar taxes payable in... that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, Offering Circular, any Issuer Free Writing Prospectus, any other Time of Sale Information Information, any Issuer Written Communication and the Prospectus Offering Circular (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; (iv) the fees and expenses of the Company's Issuer'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 Initial Purchaser 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 Purchaser); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee Trustee, the Collateral Agent and the any paying agent (including related fees and reasonable 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, Securities for book-entry transfer by DTC; (ix) all expenses associated with the Financial Industry Regulatory Authority; creation and (ix) perfection of security interests, including, without limitation, the drafting and negotiation of the Security Documents, the Joinders and any other documents, 25 supplements, joinders, mortgages, deeds of trust and other security documents and the creation, preparation and filing of UCC financing statements, including filing fees and fees incurred in connection with lien searches, and the reasonable and documented fees and expenses of legal counsel to the Initial Purchaser incurred in connection with any of the foregoing; and (x) all expenses incurred by the Company Issuer in connection with any "road show" presentation to potential investors; provided, investors (it being understood that the Initial Purchaser shall bear half of the costs associated with any chartered aircraft). It is understood, however, that except as provided in this Section 9 and Section 7 or this Section 11, hereof, the Underwriters shall Initial Purchaser will pay their all of its own costs and expenses, including without limitation the fees and disbursements of their counsel its 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, 8, (ii) the Company Issuer for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchaser or (iii) the Underwriters decline Initial Purchaser declines to purchase the Securities for any reason permitted under this Agreement, the Company agrees Issuer and each of the Guarantors jointly and severally agree to reimburse the Underwriters Initial Purchaser for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their its counsel) reasonably incurred by the Underwriters Initial Purchaser in connection with this Agreement and the offering contemplated hereby. View More
Payment of Expenses. (a) Whether or not The Company agrees to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation, limitation: (i) the costs incident to preparation, printing or reproduction and filing with the authorization, issu...ance, sale, preparation Commission of the Registration Statement (including financial statements and exhibits thereto) and the Prospectus and any amendment or supplement thereto; (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 and the Prospectus and any amendment or supplement thereto, 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 Securities 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 taxes payable blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in that connection; (ii) connection with the costs incident to offering of the preparation, printing and filing Shares; (v) the registration of the Shares under the Securities Exchange Act and the listing of the Registration Statement, Shares on the Preliminary Prospectus, NYSE; (vi) any Issuer Free Writing Prospectus, any Time registration or qualification of Sale Information the Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees and the Prospectus reasonable fees and expenses of counsel for the Managers relating to such registration and qualification); (vii) any filings required to be made with FINRA (including all exhibits, amendments and supplements thereto) filing fees and the distribution thereof; (iii) reasonable fees and expenses of counsel for the costs of reproducing Managers relating to such filings); (viii) the transportation and distributing each other expenses incurred by or on behalf of the Transaction Documents; (iv) Company's representatives in connection with presentations to prospective purchasers of the 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 of the Securities under the laws of such jurisdictions as the Representatives may designate Company and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees Managers; and (x) all other costs and expenses of incident to the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred performance by the Company in connection with any "road show" presentation to potential investors; provided, of its obligations hereunder. It is understood, however, that except as provided in Section Sections 3(a)(v) and 7 or this Section 11, the Underwriters shall hereof, each Manager 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) 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 entering into this Agreement and the offering transactions contemplated hereby. by this Agreement. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Issuer 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 counsel and accountants in connection with the costs incident to 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 19 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 Paying Agent 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 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 make. may make, pro rata (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) (with respect to each Underwriter, the "Pro Rata Expenses"). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager (as defined below) may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriter's fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date. (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 shall not then be under any liability to any Underwriter except as provided in Section 7 hereof; but if for any other reason permitted under this Agreement, the Company agrees to Securities are not delivered by or on behalf of the Issuer as provided herein, the Issuer will 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 this Agreement making preparations for the purchase, sale and delivery of the offering contemplated hereby. Securities, but the Issuer shall then be under no further liability to the Underwriters except as provided in Section 7 hereof. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or not reimburse if paid by the Underwriter, upon consummation of 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) hereby: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares to the Underwriter and ...any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto or any document incorporated by reference therein and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each any transaction document by mail or other means of communications; (d) the fees and expenses (including reasonable related fees and expenses of counsel for the Underwriter) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Shares and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the reasonable fees and expenses (including related fees and expenses of counsel to the Underwriter) of qualifying the Shares under the securities 24 laws of the several jurisdictions as provided in Section 4(i) and of preparing, printing and distributing wrappers, "Blue Sky Memoranda" and "Legal Investment Surveys", if any; (g) the cost of preparing and printing stock certificates, if any; (h) all fees and expenses of the registrar and transfer agent of the Shares; (i) the reasonable fees, disbursements and expenses of counsel to the Underwriter; and (j) all other costs and expenses incident to the Offering or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all other reasonable expenses incurred by the Company Company's and Underwriter's personnel in connection with any "road show" presentation to potential investors; including, without limitation, any expenses advanced by the Underwriter on the Company's behalf (which will be promptly reimbursed)); provided, however, that except as to the extent otherwise provided in Section Sections 5, 7 or this Section 11, and 9, the Underwriters Company shall not be obligated to pay their own costs any fees, disbursements and expenses, including without limitation expenses of counsel to the fees and disbursements of their counsel and any advertising expenses (other than Underwriter pursuant to clauses (d), (f), (i) and, 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 Underwriter's personnel pursuant to clause (j) of this Section 5 in connection with this Agreement and excess of $200,000 in the offering contemplated hereby. aggregate. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause terminated (unless this Agreement is terminated pursuant to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) Section 7): (a) the costs incident to the authorization, issuance, sale, preparation sa...le and delivery of the Securities Shares to the Underwriters and any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time amendments, supplements and exhibits thereto or any document incorporated by reference therein; (d) the reasonable and documented fees and expenses of Sale Information counsel to the Underwriters incurred in connection with securing any required review by FINRA and any filings made with FINRA in an aggregate amount not to exceed $10,000; (e) all costs and expenses incident to listing the Prospectus (including Shares on the NYSE; (f) the fees and expenses of the transfer agent, registrar or depository with respect to the Shares; all exhibits, amendments costs and supplements thereto) expenses incident to listing the Shares on the NYSE; (g) the fees and expenses of counsel for the distribution thereof; (iii) Underwriters incurred in connection with qualifying the costs Shares under the securities laws of reproducing the several jurisdictions as provided in Section 4(e) and of preparing, printing and distributing each wrappers and blue sky memoranda; (h) the expenses and application fees incurred in connection with the approval of the Transaction Documents; (iv) Shares for book-entry transfer by DTC; (i) all other costs and expenses of the Company incident to the offering of the Shares by, or the performance of the obligations of, the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all other reasonable expenses incurred by the Company personnel in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the 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. show"). View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriter, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Stock and any taxes payable i...n that connection; (ii) (b) the costs incident to the registration of the Stock under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto or any document incorporated by reference therein and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each this Agreement and any closing documents by mail, telex or other means of communications; (d) the reasonable and documented fees and expenses (including the related reasonable and documented fees and expenses of counsel for the Underwriter) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Stock and any filings made with FINRA, if applicable (such fees and expenses not to exceed $15,000); (e) any applicable listing or other fees; (f) the reasonable and documented fees and expenses (including the related reasonable and documented fees and expenses of counsel to the Underwriter) of qualifying the Stock under the securities laws of the several jurisdictions as provided in Section 4(j) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys (such fees and expenses not to exceed $10,000); (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Stock; (i) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Stock, 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; (j) the reasonable and documented fees and expenses (including the related reasonable and documented fees and expenses of counsel to the Underwriter) in an amount up to $100,000 (inclusive of amounts paid pursuant to Sections 5(d) and 5(f)) and (k) all other costs and expenses of the Company incident to the offering of the Stock or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) accountants) provided that, except to the fees extent otherwise provided in this Section 5 and expenses incurred in connection with Section 9, the registration or qualification Underwriter shall pay its own costs 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) expenses, including the fees and expenses of its counsel not contemplated herein, any transfer taxes on the Trustee 19 resale of any Stock by it and the paying agent (including related fees and expenses of advertising any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance offering of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred Stock made 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. Underwriter. View More
