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, each of the Company Issuer and the Guarantor, jointly and severally, covenants and agrees with the Underwriters that it will pay or cause to be paid all costs the following: (i) the fees, disbursements and expenses incident to of the performance of its obligations hereunder, including without limitation, (i) Issuer's and the costs incident to Guarantor's counsel and accountants in ...connection with the authorization, issuance, sale, preparation and delivery issue of the Securities and any taxes payable all other expenses in that connection; (ii) the costs incident to connection with the preparation, printing printing, reproduction and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Final Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) thereof to the costs Underwriters and dealers; (ii) the cost of reproducing and printing or producing or distributing each of this Agreement, the Transaction Documents; (iv) Documents, the fees Blue Sky Memorandum, closing documents (including any compilations thereof) and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred any other documents in connection with the registration or offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification and determination of eligibility for investment of the Securities for offering and sale under state securities laws as provided in Section 4(g) hereof, including the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses disbursements of counsel for the Underwriters); (vi) Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) any fees charged by the securities rating agencies services for rating the Securities; (vii) (v) the fees cost of preparing the Securities (not including the related legal fees); (vi) the fees, expenses and expenses disbursements of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the Transaction Documents and the Securities; (vii) the costs and charges of any filing with, transfer agent and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) registrar; (viii) all expenses incurred by the Company Issuer and the Guarantor in connection with any "road show" presentation to potential investors; provided, investors and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 10. It is understood, however, that that, the Underwriters will pay, except as provided in this Section 10, and Section 7 or this Section 11, the Underwriters shall pay hereof, all of 19 their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for 8 hereof or if any reason fails to tender the Securities for delivery to Underwriter shall default in its obligations hereunder, or if the Underwriters or (iii) the Underwriters decline shall fail to take and purchase the Securities due to the failure of the condition set forth in Section 6(c) hereof to be met, the Issuer and the Guarantor shall not then be under any liability to any Underwriter except as provided in Section 7 hereof; but for any other reason permitted under this Agreement, the Company agrees to Securities are not delivered by or on behalf of the Issuer and the Guarantor as provided herein, the Issuer and the Guarantor will, jointly and severally, reimburse the Underwriters for all out-of-pocket costs and expenses (including the expenses, including fees and expenses disbursements of their counsel) counsel, reasonably incurred by the Underwriters in connection with this Agreement making preparations for the purchase, sale and delivery of the Securities, but the Issuer and the offering contemplated hereby. Guarantor shall then be under no further liability to the Underwriters except as provided in Section 7 hereof. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, each of the Company Issuer and the Guarantor, jointly and severally, covenants and agrees with the Underwriters that it will pay or cause to be paid all costs the following: (i) the fees, disbursements and expenses incident to of the performance of its obligations hereunder, including without limitation, (i) Issuer's and the costs incident to Guarantor's counsel and accountants in ...connection with the authorization, issuance, sale, preparation and delivery issue of the Securities and any taxes payable all other 19 expenses in that connection; (ii) the costs incident to connection with the preparation, printing printing, reproduction and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Final Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) thereof to the costs Underwriters and dealers; (ii) the cost of reproducing and printing or producing or distributing each of this Agreement, the Transaction Documents; (iv) Documents, the fees Blue Sky Memorandum, closing documents (including any compilations thereof) and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred any other documents in connection with the registration or offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification and determination of eligibility for investment of the Securities for offering and sale under state securities laws as provided in Section 4(h) hereof, including the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses disbursements of counsel for the Underwriters); (vi) Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) any fees charged by the securities rating agencies services for rating the Securities; (vii) (v) the fees cost of preparing the Securities (not including the related legal fees); (vi) the fees, expenses and expenses disbursements of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the Transaction Documents and the Securities; (vii) the costs and charges of any filing with, transfer agent and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) registrar; (viii) all expenses incurred by the Company Issuer and the Guarantor in connection with any "road show" presentation to potential investors; provided, and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 10. It is understood, however, that that, the Underwriters will pay, except as provided in this Section 10, and Section 7 or this Section 11, the Underwriters shall pay hereof, all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for 8 hereof or if any reason fails to tender the Securities for delivery to Underwriter shall default in its obligations hereunder, or if the Underwriters or (iii) the Underwriters decline shall fail to take and purchase the Securities due to the failure of the condition set forth in Section 6(c) hereof to be met, the Issuer and the Guarantor shall not then be under any liability to any Underwriter except as provided in Section 7 hereof; but for any other reason permitted under this Agreement, the Company agrees to Securities are not delivered by or on behalf of the Issuer and the Guarantor as provided herein, the Issuer and the Guarantor will, jointly and severally, reimburse the Underwriters for all out-of-pocket costs and expenses (including the expenses, including fees and expenses disbursements of their counsel) counsel, reasonably incurred by the Underwriters in connection with this Agreement making preparations for the purchase, sale and delivery of the Securities, but the Issuer and the offering contemplated hereby. Guarantor shall then be under no further liability to the Underwriters except as provided in Section 7 hereof. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, each of the Company Issuer and the Guarantor, jointly and severally, covenants and agrees with the Underwriters that it will pay or cause to be paid all costs the following: (i) the fees, disbursements and expenses incident to of the performance of its obligations hereunder, including without limitation, (i) Issuer's and the costs incident to Guarantor's counsel and accountants in ...connection with the authorization, issuance, sale, preparation and delivery issue of the Securities and any taxes payable all other expenses in that connection; (ii) the costs incident to connection with the preparation, printing printing, reproduction and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Final Prospectus (including all exhibits, amendments and supplements 19 thereto) and the distribution thereof; (iii) thereof to the costs Underwriters and dealers; (ii) the cost of reproducing and printing or producing or distributing each of this Agreement, the Transaction Documents; (iv) Documents, the fees Blue Sky Memorandum, closing documents (including any compilations thereof) and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred any other documents in connection with the registration or offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification and determination of eligibility for investment of the Securities for offering and sale under state securities laws as provided in Section 4(h) hereof, including the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses disbursements of counsel for the Underwriters); (vi) Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) any fees charged by the securities rating agencies services for rating the Securities; (vii) (v) the fees cost of preparing the Securities (not including the related legal fees); (vi) the fees, expenses and expenses disbursements of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the Transaction Documents and the Securities; (vii) the costs and charges of any filing with, transfer agent and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) registrar; (viii) all expenses incurred by the Company Issuer and the Guarantor in connection with any "road show" presentation to potential investors; provided, and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 10. It is understood, however, that that, the Underwriters will pay, except as provided in this Section 10, and Section 7 or this Section 11, the Underwriters shall pay hereof, all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for 8 hereof or if any reason fails to tender the Securities for delivery to Underwriter shall default in its obligations hereunder, or if the Underwriters or (iii) the Underwriters decline shall fail to take and purchase the Securities due to the failure of the condition set forth in Section 6(c) hereof to be met, the Issuer and the Guarantor shall not then be under any liability to any Underwriter except as provided in Section 7 hereof; but for any other reason permitted under this Agreement, the Company agrees to Securities are not delivered by or on behalf of the Issuer and the Guarantor as provided herein, the Issuer and the Guarantor will, jointly and severally, reimburse the Underwriters for all out-of-pocket costs and expenses (including the expenses, including fees and expenses disbursements of their counsel) counsel, reasonably incurred by the Underwriters in connection with this Agreement making preparations for the purchase, sale and delivery of the Securities, but the Issuer and the offering contemplated hereby. Guarantor shall then be under no further liability to the Underwriters except as provided in Section 7 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 pay or cause to be paid all reasonable out-of-pocket costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any stamp duties or other issuance or transfer taxes payable in that connection; (ii) the co...sts incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); Underwriters not to exceed $15,000); (v) the cost of preparing share 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) 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 (but with respect to related fees and expenses of counsel for the Financial Industry Regulatory Authority; and (ix) Underwriters not to exceed $20,000); (viii) all non-transportation-related expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, investors and 50% of the out-of-pocket costs and expenses of aircraft and other transportation used in connection with the road show; and (x) all expenses and application fees related to the listing of the Shares on the NYSE. It is understood, however, that except as provided in Section 7 or this Section 11, 13, Section 9 entitled "Indemnity and Contribution," and Section 11 entitled "Termination" above, the Underwriters shall will pay all of 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. counsel. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, 11, (ii) the Company or the Selling Shareholders for any reason fails fail to tender the Securities Shares for delivery to the Underwriters (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11 or Section 12) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, Agreement (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11 or Section 12), the Company agrees and the Selling Shareholders agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. hereby; provided that, if any Selling Shareholder fails to tender its Shares for delivery to the 38 Underwriters, such Selling Shareholder agrees to reimburse the Underwriters only for its pro rata portion of such out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) based upon the number of Shares agreed to be sold by such Selling Shareholder pursuant to this Agreement relative to the total number of Shares pursuant to this agreement with the remainder of such expenses being the responsibility of the Company. (c) This Section 13 shall not affect any separate agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Shareholders, on the other hand. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, each of the Company Issuer and the Guarantor, jointly and severally, covenants and agrees with the Underwriters that it will pay or cause to be paid all costs the following: (i) the fees, disbursements and expenses incident to of the performance of its obligations hereunder, including without limitation, (i) Issuer's and the costs incident to Guarantor's counsel and accountants in ...connection with the authorization, issuance, sale, preparation and delivery issue of the Securities and any taxes payable all other 19 expenses in that connection; (ii) the costs incident to connection with the preparation, printing printing, reproduction and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Final Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) thereof to the costs Underwriters and dealers; (ii) the cost of reproducing and printing or producing or distributing each of this Agreement, the Transaction Documents; (iv) Documents, the fees Blue Sky Memorandum, closing documents (including any compilations thereof) and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred any other documents in connection with the registration or offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification and determination of eligibility for investment of the Securities for offering and sale under state securities laws as provided in Section 4(g) hereof, including the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses disbursements of counsel for the Underwriters); (vi) Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) any fees charged by the securities rating agencies services for rating the Securities; (vii) (v) the fees cost of preparing the Securities (not including the related legal fees); (vi) the fees, expenses and expenses disbursements of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the Transaction Documents and the Securities; (vii) the costs and charges of any filing with, transfer agent and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) registrar; (viii) all expenses incurred by the Company Issuer and the Guarantor in connection with any "road show" presentation to potential investors; provided, investors and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 10. It is understood, however, that that, the Underwriters will pay, except as provided in this Section 10, and Section 7 or this Section 11, the Underwriters shall pay hereof, all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for 8 hereof or if any reason fails to tender the Securities for delivery to Underwriter shall default in its obligations hereunder, or if the Underwriters or (iii) the Underwriters decline shall fail to take and purchase the Securities due to the failure of the condition set forth in Section 6(c) hereof to be met, the Issuer and the Guarantor shall not then be under any liability to any Underwriter except as provided in Section 7 hereof; but for any other reason permitted under this Agreement, the Company agrees to Securities are not delivered by or on behalf of the Issuer and the Guarantor as provided herein, the Issuer and the Guarantor will, jointly and severally, reimburse the Underwriters for all out-of-pocket costs and expenses (including the expenses, including fees and expenses disbursements of their counsel) counsel, reasonably incurred by the Underwriters in connection with this Agreement making preparations for the purchase, sale and delivery of the Securities, but the Issuer and the offering contemplated hereby. Guarantor shall then be under no further liability to the Underwriters except as provided in Section 7 hereof. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, each of the Company Issuer and the Guarantor, jointly and severally, covenants and agrees with the Underwriters that it will pay or cause to be paid all costs the following: (i) the fees, disbursements and expenses incident to of the performance of its obligations hereunder, including without limitation, (i) Issuer's and the costs incident to Guarantor's counsel and accountants in ...connection with the authorization, issuance, sale, preparation and delivery issue of the Securities and any taxes payable all other expenses in that connection; (ii) the costs incident to connection with the preparation, printing printing, reproduction and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Final Prospectus (including all exhibits, amendments and supplements 19 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(g) hereof, including the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses disbursements of counsel for the Underwriters); (vi) Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) any fees charged by the securities rating agencies services for rating the Securities; (vii) (v) the fees cost of preparing the Securities (not including the related legal fees); (vi) the fees, expenses and expenses disbursements of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the Transaction Documents and the Securities; (vii) the costs and charges of any filing with, transfer agent and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) registrar; (viii) all expenses incurred by the Company Issuer and the Guarantor in connection with any "road show" presentation to potential investors; provided, investors and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 10. It is understood, however, that that, the Underwriters will pay, except as provided in this Section 10, and Section 7 or this Section 11, the Underwriters shall pay hereof, all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for 8 hereof or if any reason fails to tender the Securities for delivery to Underwriter shall default in its obligations hereunder, or if the Underwriters or (iii) the Underwriters decline shall fail to take and purchase the Securities due to the failure of the condition set forth in Section 6(c) hereof to be met, the Issuer and the Guarantor shall not then be under any liability to any Underwriter except as provided in Section 7 hereof; but for any other reason permitted under this Agreement, the Company agrees to Securities are not delivered by or on behalf of the Issuer and the Guarantor as provided herein, the Issuer and the Guarantor will, jointly and severally, reimburse the Underwriters for all out-of-pocket costs and expenses (including the expenses, including fees and expenses disbursements of their counsel) counsel, reasonably incurred by the Underwriters in connection with this Agreement making preparations for the purchase, sale and delivery of the Securities, but the Issuer and the offering contemplated hereby. Guarantor 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 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 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 Stock and any filings made with FINRA, if applicable (not to exceed $5,000 in the aggregate); (e) any applicable listing or other fees; (f) the reasonable and documented fees and expenses (including related fees and expenses of counsel to the Underwriter) of qualifying the Stock under the securities laws of the several jurisdictions as provided in Section 3(j) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys (not to exceed $10,000 in the aggregate); (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; and (j) 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 4 and expenses incurred in connection with Section 8, 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, any transfer taxes on the Trustee 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
Payment of Expenses. (a) Whether The Company agrees to pay, or not reimburse if paid by the Underwriters, 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 Underwriters an...d any 25 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 Underwriters) 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 fees and expenses (including reasonable related fees and expenses of counsel to the Underwriters) of qualifying the Shares under the securities 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; and (i) 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 expenses incurred by the Company Company's and Underwriters' personnel in connection with any "road show" presentation to potential investors; including, without limitation, any expenses advanced by the Underwriters on the Company's behalf (which will be promptly reimbursed)); 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 shall not be obligated to pay any reason fails to tender the Securities for delivery fees, disbursements and expenses of counsel to the Underwriters or (iii) pursuant to clauses (d) and (f) of this Section 5 in excess of $15,000 in 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. aggregate. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any 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, Statements, the Base Prospectus, any Preliminary 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 out-of-pocket fees and expenses (including related reasonable and documented out-of-pocket fees and expenses of Sale Information one counsel for the Underwriter) incurred in connection with securing any required review by FINRA of the terms of the sale of the Stock and any filings made with FINRA (not to exceed $15,000 in the Prospectus aggregate); (e) any applicable listing or other fees; (f) the reasonable and documented out-of-pocket fees and expenses (including related reasonable and documented out-of-pocket fees and expenses of one counsel to the Underwriter) of qualifying the Stock under the securities 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 (not to exceed $5,000 in the aggregate); (g) the cost of preparing and printing stock certificates; (h) all exhibits, amendments fees and supplements thereto) expenses of the registrar and transfer agent of the distribution thereof; (iii) Stock; (i) the costs of reproducing and distributing each expenses of the Transaction Documents; (iv) 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, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company; and (j) all other costs and expenses 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 in Section 9 the Underwriter shall pay its own costs 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) transactions contemplated hereby, including 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 Underwriter's counsel and any advertising expenses (other than with respect to transfer taxes on the resale of 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 Stock by the Underwriters in connection with this Agreement and the offering contemplated hereby. it. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any 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 and the Exchange Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time amendments, supplements and exhibits thereto; (d) the fees and expenses (including related fees and expenses of Sale Information counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the terms of the sale of the Stock and any filings made with FINRA; (e) any applicable listing or other fees; (f) the Prospectus fees and expenses (including related fees and 21 expenses of counsel to the Underwriters) 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; (g) the cost of preparing and printing stock certificates; (h) all exhibits, amendments fees and supplements thereto) expenses of the registrar and transfer agent of the distribution thereof; (iii) Stock(i) the costs of reproducing and distributing each expenses of the Transaction Documents; (iv) 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, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants, including fifty percent (50%) of the cost of any aircraft chartered in connection with the road show; and (j)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, however, that 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 reasonable fees and expenses of counsel for the Underwriters); (vi) any fees charged by Underwriters incurred pursuant clauses (d) and (f) of this Section 5 shall not exceed $40,000 in the rating agencies for rating aggregate; provided further, except to 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 not contemplated herein, any transfer taxes on the resale of any Stock by them and the expenses of advertising any offering of the Stock made by the Underwriters and travel and lodging expenses of the Underwriters and other transportation, besides fifty percent (50%) of the cost of an aircraft chartered in connection with this Agreement and the offering contemplated hereby. roadshow. View More
