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 The Seller will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing ...and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time Statement as originally filed and of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and 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 amendment thereto, (ii) the fees and disbursements of their the Indenture Trustee and its counsel, (iii) the preparation and issuance of the Notes and the delivery of the Notes to the Underwriters, (iv) the fees and disbursements of CNHICA's and the Seller's counsel and accountants, (v) the fees and disbursements of the Asset Representations Reviewer and its counsel, if any, (vi) the qualification of the Notes under securities laws in accordance with the provisions of Section 6(g), including filing fees and the fees and disbursements of counsel for you in connection therewith and in connection with the preparation of any advertising expenses (other than blue sky or legal investment survey, (vii) the preparation and delivery to the Underwriters of electronic copies of the Preliminary Prospectus and the Prospectus and of each amendment thereto, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses, if any, incurred with respect to any road show presentation) connected filing 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 Financial Industry Regulatory Authority, and (x) 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 any damages or other amounts payable in connection with legal and contractual liability) associated with reforming any Contracts for Sale of the Notes made by the Underwriters caused by a breach of any representation in Section 2(b) or Section 2(c). Notwithstanding the foregoing, upon delivery to and payment for the Notes under this Agreement, Barclays Capital Inc. has agreed to reimburse the Seller for certain fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. an amount equal to $88,604.30. View More
Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Operating Partnership, jointly and severally, agree to pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, under this Agreement, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including without limitation, expenses, fees and taxes in c...onnection with (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, the Preliminary Prospectus, any Issuer Free Writing Prospectus, Prospectus and any Time of Sale Information amendments or supplements thereto, and the Prospectus printing and furnishing of copies of each thereof to the Underwriters and to dealers (including all exhibits, amendments costs of mailing and supplements thereto) shipment), (ii) the preparation, issuance and delivery of any certificates for the Shares to the Underwriters, including any stock or other transfer taxes or duties payable upon the sale of the Shares to the Underwriters, (iii) the qualification of the Shares for offering and sale under state laws that the Company and the distribution thereof; (iii) Representative have mutually agreed are appropriate and the costs determination of reproducing their eligibility for investment under state law as aforesaid and distributing each the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (iv) filing for review of the Transaction Documents; (iv) public offering of the Shares by FINRA (including the reasonable legal fees and other disbursements of counsel for the Underwriters relating thereto in the maximum amount of $10,000), (v) the fees and expenses of any transfer agent or registrar for the Company's counsel Shares and independent accountants; (v) miscellaneous expenses referred to in the Registration Statement, (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment inclusion of the Securities under Shares in 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; NYSE, (vii) the fees costs and expenses of the Trustee Company in making road show presentations with respect to the offering of the Shares, and (viii) the performance of the Company's other obligations hereunder. Upon the request of the Representative, the Company will provide funds in advance for filing fees. (b) The Company and the paying agent (including related Operating Partnership, jointly and severally, agree with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement which are otherwise specifically provided for herein. (c) If this Agreement shall be terminated by the Underwriters, or any of them, because of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance failure or refusal on the part of the offering by, Company, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by Operating Partnership, or the Manager to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company, the Operating Partnership or the Manager shall be unable to perform its or their obligations under this Agreement, 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 Operating Partnership will reimburse the Underwriters shall pay their own costs or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (such as printing, facsimile, courier service, direct computer expenses, accommodations, travel and expenses, including without limitation the fees and disbursements of their counsel Underwriters' 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) other advisors, accountants, appraisers, etc. reasonably incurred by the such Underwriters in connection with this Agreement and or the offering transactions contemplated hereby. herein. View More
Payment of Expenses. (a) Whether The Depositor will pay all expenses incident to the transactions contemplated by this Agreement, whether or not the transactions contemplated by this Agreement herein are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, consummated, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and... any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time Statement as originally filed and of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and amendment thereto, (ii) the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees Preliminary Prospectus and expenses any other Time of counsel for Sale Information, each other preliminary prospectus, all computational materials, if any, and the Underwriters); (vi) any fees charged by Prospectus and each amendment or supplement thereto and delivery of copies thereof to the rating agencies for rating Underwriters, (iii) the Securities; (vii) preparation of this Agreement and the fees Basic Documents, (iv) the preparation, issuance and expenses delivery of the Trustee and Notes to the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation Underwriters, (v) the fees and disbursements of their counsel MBFS' and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including Depositor's counsel, (vi) the fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters Depositor's independent registered public accounting firm, (vii) the qualification of the Notes under securities laws in accordance with the provisions of Section 5(e) of this Agreement, including filing fees and the fees and disbursements of counsel in connection therewith and in connection with this Agreement the preparation of any blue sky or legal investment survey and the offering contemplated hereby. delivery thereof to any Underwriter, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and disbursements of the Indenture Trustee and its counsel, if any, and (x) the fees and disbursements of the Owner Trustee and its counsel. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and subject to Section 13(b), (1) each Selling Stockholder will pay or cause to be paid all costs and expenses related to the transfer and delivery of its Shares (including any applicable taxes) to the Underwriter by such Selling Stockholder, except as otherwise specifically provided to be paid by the Underwriter pursuant to this Agreement; and (2) each Selling Stockhol...der will pay or cause to be paid its pro rata portion (based on the number of Shares to be sold hereunder) of all costs and expenses incident to the performance of its the Company's and the Selling Stockholders' 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 (including the registration fee for this offering) 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) (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 of Ropes & Gray LLP and Kirkland & Ellis LLP, as counsel for the Selling Stockholders; (iv) 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 state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriter up to an aggregate of $5,000); (v) the cost of preparing stock certificates; (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) custodian, transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; related fees and (ix) expenses of counsel for the Underwriter up to an aggregate of $10,000); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. It is agreed that, except as specifically provided in Section 7 or this Section 11, 13, the Underwriters shall Underwriter will pay their all of its own costs and expenses, including without limitation the fees and disbursements of their counsel its counsel, stock transfer taxes on the resale of any Shares by the Underwriter, and any advertising expenses (other than in connection with respect to any road show presentation) connected with any offers they make. the offering contemplated by this Agreement. -28- (b) If (i) this Agreement is terminated pursuant to Section 9, 11, (ii) the Company for any reason fails to tender sale of the Securities for delivery Shares to the Underwriters Underwriter is not consummated by reason of any refusal, inability or failure on the part of the Company or any of the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, or (iii) the Underwriters decline Underwriter declines to purchase the Securities Shares because any of the conditions of the Underwriter's obligations set forth in Section 8 have not been met, each of the Selling Stockholders agree to reimburse the Underwriter for all documented out-of-pocket costs and expenses (including the fees and expenses of its counsel) reasonably incurred by the Underwriter in connection with this Agreement and the offering contemplated hereby in the same proportions and manner as contemplated in Section 13(a)(2). If the sale of Shares to the Underwriter is not consummated and this Agreement is terminated solely by reason of any reason permitted under this Agreement, refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Underwriters Selling Stockholders for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriter and reimbursed by the Selling Stockholders pursuant to this Section 13(b) in connection with this Agreement and the offering contemplated hereby. If the sale of Shares to the Underwriter is not consummated and this Agreement is terminated solely by reason of any refusal, inability or failure on the part of one or more Selling Stockholders to perform any agreement herein or to comply with any provision hereof, such Selling Stockholder or Selling Stockholders, as the case may be, agree severally and not jointly to reimburse the Company for all out-of-pocket costs and expenses (including the fees and expenses of counsel) reasonably incurred by the Underwriter and reimbursed by the Company pursuant to this Section 13(b) in connection with this Agreement and the offering contemplated hereby in such proportion as the number of Shares to be sold hereunder by each such breaching Selling Stockholder bears to the total number of Shares to be sold hereunder by all such breaching Selling Stockholders. View More
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, Manager that 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) following, whether or not the costs incident to transactions contemplated hereby are consummated: (a) the authorization, issuance, sale, preparation and delivery of the Securiti...es and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees fees, disbursements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred accountants in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws Act and all other expenses in connection with the preparation, printing, reproduction and filing of such jurisdictions as the Representatives may designate Registration Statement, each Issuer Free Writing Prospectus and the preparation, printing Prospectus and distribution amendments and supplements thereto and the mailing and delivering of a Blue Sky Memorandum (including copies thereof to the related Manager; (b) all reasonable expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 4(c) hereof, including, subject to the limitation in clause (d) below, the reasonable and documented fees and expenses disbursements of counsel for the Underwriters); (vi) any fees charged by Manager in connection with such qualification and in connection with the rating agencies for rating the Securities; (vii) the Blue Sky survey; (c) all 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 listing the Shares on NASDAQ; (d) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel for the Manager in connection with, the transactions contemplated hereby, provided that the aggregate fees and clearance disbursements of counsel for the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by Manager that the Company shall be obligated to reimburse shall not exceed $30,000 in connection with the aggregate; (e) the cost of preparing the Shares; and (f) the cost and charges of any "road show" presentation to potential investors; provided, transfer agent or registrar. It is understood, however, that that, except as provided in Section this Section, and Sections 7 or this Section 11, and 8 hereof, the Underwriters shall Manager will pay their all of its own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Shares by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, 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 Units, the Shar...es, the Rights and the Warrants and any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Public Units, the Public Shares, the Public Rights (and the Ordinary Shares underlying them) and the Public Warrants (and the Ordinary Shares underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the each Preliminary Prospectus, any Issuer Free Writing the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each distributing, the "Agreement Among Underwriters" between the Representative and the Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire, this Agreement and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares, the Rights and the Warrants under the securities laws of the Transaction Documents; (iv) several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company's registrar and transfer agent, trustee, rights agent, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company's counsel and the Company's independent accountants; (v) accountants); provided that, except to 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 extent otherwise provided in Section 7 or this Section 11, 5 and in Sections 9 and 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 counsel, any transfer taxes on the resale of any Public Units by the Underwriters in connection with this Agreement them and the expenses of advertising any offering contemplated hereby. of the Public Units made by them. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, under this Agreement, including: (i) the costs incident preparation and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto and any Permitted Free ...Writing Prospectus, the Prospectus, each Preliminary Prospectus, the Preliminary Canadian Offering Memorandum and the Canadian Offering Memorandum, and any amendments or supplements to any of the foregoing and all 23 Incorporated Documents, (ii) the filing and delivery to the authorization, issuance, sale, preparation Underwriters of this Agreement, the Indenture and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Securities, (iii) the preparation, issuance and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; Underwriters, (iv) the fees and expenses disbursements of the Company's counsel, accountants and other advisors or agents (including transfer agents, paying agents, exchange rate agents and registrars), as well as the fees and disbursements of the Trustee and its counsel and independent accountants; CDS, (v) the qualification of the Securities under state securities laws or the applicable laws of any foreign jurisdiction in which the Securities are offered in accordance with the provisions of Section 4(f) hereof, including filing fees, (vi) the printing and delivery to the Underwriters of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus, the Prospectus, the Preliminary Canadian Offering Memorandum and the Canadian Offering Memorandum and any amendments or supplements to any of the foregoing, (vii) any fees charged by nationally recognized statistical rating organizations for the rating of the Securities, (viii) all fees payable in connection with the filing of any Form 45-106F1 with applicable Canadian securities regulatory authorities, (ix) fees payable to the Investment Industry Regulatory Organization of Canada (IIROC) and (x) the fees and expenses incurred in connection with respect to the registration or qualification and determination of eligibility for investment listing of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) on 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, securities exchange. It is understood, however, that except as provided in Section 7 or this Section 11, 11 and in Sections 6, 7 and 9 hereof, the Underwriters shall will pay all of their own costs and expenses, expenses relating to the offering of the Securities, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities, and any advertising expenses (other than with respect to any road show presentation) connected with any offers that 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
Payment of Expenses. (a) Whether The Depositor will pay all expenses incident to the transactions contemplated by this Agreement, whether or not the transactions contemplated by this Agreement herein are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, consummated, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and... any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time Statement as originally filed and of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and amendment thereto, (ii) the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees Preliminary Prospectus and expenses any other Time of counsel for Sale Information, each other preliminary prospectus, all computational materials, if any, and the Underwriters); (vi) any fees charged by Prospectus and each amendment or supplement thereto and delivery of copies thereof to the rating agencies for rating Underwriters, (iii) the Securities; (vii) preparation of this Agreement and the fees Basic Documents, (iv) the preparation, issuance and expenses delivery of the Trustee and Offered Notes to the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation Underwriters, (v) the fees and disbursements of their counsel MBFS' and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including Depositor's counsel, (vi) the fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters Depositor's independent registered public accounting firm, (vii) the qualification of the Notes under securities laws in accordance with the provisions of Section 5(e) of this Agreement, including filing fees and the fees and disbursements of counsel in connection therewith and in connection with this Agreement the preparation of any blue sky or legal investment survey and the offering contemplated hereby. delivery thereof to any Underwriter, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and disbursements of the Indenture Trustee and its counsel, if any, and (x) the fees and disbursements of the Owner Trustee and its counsel. View More
Payment of Expenses. (a) Whether The Partnership agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), the Prospectus, and each amendment or supplement; (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 Prospe...ctus, and all amendments or supplements as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) any registration or qualification of the Units for offer and sale under the Units or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Manager relating to such registration and qualification); (vi) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Manager relating to such filings); (vii) the transportation and other expenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (viii) the fees and expenses of the Partnership's accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; (ix) the reasonable fees, disbursements and expenses of counsel for the Manager (which, unless consented to by the Partnership, shall be one outside counsel, such consent not to be unreasonably withheld) in connection with this Agreement and the Registration Statement and ongoing services in 25 connection with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid hereunder; and (x) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder, including without limitation, (i) hereunder. Except as otherwise provided in this Section 5, the Manager will pay all of its own out-of-pocket costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information 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 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 Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses relating to the Offering including the following: (1) all expenses in connection with the preparation, printing, formatting for EDGAR and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendmen...ts and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (2) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (3) all fees and expenses in connection with filings with FINRA; (4) all fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (5) all fees and expenses in connection with listing the Shares on the Nasdaq Capital Market; 26 (6) all fees, expenses and disbursements relating to the registration or qualification of the Shares under the "blue sky" securities laws; (7) all reasonable travel expenses of the 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; (8) any stock transfer taxes or other taxes incurred in connection with this Agreement; (9) the cost or preparing, printing and delivering certificates representing the Shares; (10) the fees and expenses of any transfer agent for the Shares; (11) the fees and expenses of the Selling Stockholders; (12) fees of Underwriters' Counsel; (13) any reasonable cost and expenses in conducting background checks of the Company's officers and directors by a background search firm acceptable to the Representative up to a maximum amount of $4,200; and (14) all other costs, fees and expenses incident to the performance of its the Company obligations hereunder, including without limitation, (i) hereunder which are not otherwise specifically provided for in this Section 5; provided, however, that the maximum amount of fees, costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information 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 Representatives that the Company shall be responsible for shall be $175,000, of which $125,000 will be used to pay the fees of Underwriters' Counsel. The Company and the Representatives acknowledge that the Company has previously paid to the Representatives an advance in connection with any "road show" presentation an amount of $35,000 (the "Advance") against the Representatives' out-of pocket expenses. (b) Notwithstanding anything to potential investors; provided, however, that except as provided the contrary in Section 7 or this Section 11, 5, in the event that this Agreement is terminated by the Company, other than for cause, the Company will pay the out-of pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters shall pay their own costs and expenses, including without limitation through the date of such termination (including the fees and disbursements of their counsel Underwriters' Counsel) less the Advance previously paid. In addition, in the event that this Agreement is terminated by the Company, even though the Representatives were prepared to proceed with the Offering, the Company agrees that for a period of six (6) months from the date of such termination, if the Company sells securities to parties introduced to it by the Representatives in connection with the Offering ("Introduced Parties") that the Company shall pay to the Representatives seven percent (7%) of the gross proceeds of the sale of such securities to such Introduced Parties. For purposes of this Section 5(b), "cause" shall mean the material failure of Maxim and any advertising expenses (other than with respect Chardan to any road show presentation) connected with any offers they make. (b) If (i) provide the underwriting services contemplated by this agreement or the Underwriting Agreement. 27 (c) Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 9, (ii) 11(b) hereof, or subsequent to a Material Adverse Change, the Company for any reason fails to tender will pay the Securities for delivery to out-of pocket expenses actually incurred as allowed under FINRA Rule 5110 by 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 disbursements of Underwriters' Counsel) in an aggregate amount not to exceed $175,000 (of which $125,000 will be used to pay the fees of Underwriters' Counsel) less the Advance previously paid. (d) It is understood that except as provided in this Section 5, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their counsel) reasonably incurred by the Underwriters in connection with this Agreement own costs and the offering contemplated hereby. expenses. View More
