Payment of Expenses Clause Example with 1,950 Variations from Business Contracts
This page contains Payment of Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities A...ct of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.View More
Variations of a "Payment of Expenses" Clause from Business Contracts
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, registration, issuance, sale, preparation and delivery of the Securities Shares and any stock or transfer taxes and stamp or similar duties payable in that connection; upon the ...issuance, sale or delivery of the Shares; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's 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 laws of such jurisdictions as the Representatives Underwriter, the Forward Seller or the Forward Purchaser may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including Memorandum, but specifically excluding the related fees and expenses of counsel for the Underwriters); Underwriter, the Forward Seller and the Forward Purchaser; (v) the costs of preparing any stock certificates and the costs and charges of any transfer agent and any registrar; (vi) any fees charged all expenses incurred by the rating agencies for rating Company in connection with any "road show" presentation to potential investors; (vii) all expenses and application fees related to the Securities; (vii) the fees and expenses listing of the Trustee Shares (including the maximum number of shares of Common Stock deliverable to the Forward Purchaser in the aggregate pursuant to the Forward Sale Agreement and any Additional Forward Sale Agreement, whether pursuant to Physical Settlement, Net Share Settlement, as a result of an Acceleration Event (as such terms are defined in the paying agent (including related fees Forward Sale Agreement or such Additional Forward Sale Agreement, as applicable) or otherwise) on the Exchange; 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 Authority. Notwithstanding the Company in connection with any "road show" presentation to potential investors; provided, however, that foregoing, except as provided expressly agreed otherwise in Section 7 or this Section 11, Agreement, it is understood and agreed that each of the Underwriters shall Underwriter, the Forward Seller and the Forward Purchaser will pay their own costs and expenses, including without limitation the all fees and disbursements expenses of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. respective counsel. (b) If (i) this Agreement is terminated pursuant to Section 9, 10, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby. 25 14. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of the Underwriter referred to in Section 8 hereof, the Forward Seller and the Forward Purchaser. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Placement Agent, 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 and the Delayed Exercise ...Warrant Shares to the Purchasers, and any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Securities and the Delayed Exercise Warrant Shares under the Securities Act, to the extent applicable; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the any Preliminary Prospectus, any Pricing 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, telex or other means of communications; (d) the filing fees and other costs (excluding fees and expenses of counsel for the Placement Agent, if any) of any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Securities and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the filing fees and other costs (excluding fees and expenses of counsel to the Placement Agent, if applicable) of qualifying the Securities and the Delayed Exercise Warrant Shares under the securities laws of the several jurisdictions as provided in Section 5(i) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates and Warrant agreements; (h) all fees and expenses of the registrar and transfer agent of the Common Stock and any registrar and transfer agent of the Warrants; and (i) all other costs and expenses of the Company incident to the offering of the Securities or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all other reasonable documented expenses incurred by the Company personnel in connection with any "road show" presentation including, without limitation, any expenses advanced by the Placement Agent on the Company's behalf (which will be promptly reimbursed)); provided that, except to potential investors; provided, however, that except as the extent otherwise provided in Section 7 or this Section 11, 6 and in Sections 8 and 10, the Underwriters Placement Agent shall pay their its own costs and expenses. In addition, the Company will reimburse the Placement Agent for its reasonable out-of-pocket expenses, including without limitation the legal fees and disbursements of their its counsel in connnection with the purchase 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 sale -27- of 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 Delayed Exercise Warrant Shares contemplated hereby. hereby; provided that such reimbursement obligation shall not exceed $125,000 in the aggregate. 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 The Obligors 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 herein are consummated or this Agreement is terminated pursuant 29 to Section 7 or Section 8(b) hereof, including without limitation, all costs and expenses incident t...o (i) the costs incident cost of production and printing of documents with respect to the authorization, issuance, sale, preparation transactions contemplated hereby, including any costs of printing the Preliminary Offering Memorandum, the Time of Sale Memorandum and any Offering Memorandum and any amendment or supplement thereto, and any "Blue Sky" memoranda, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the fees, disbursements and expenses of the Obligors' counsel and accountants in connection with the issuance and sale of the Securities, (iv) all costs and expenses related to the transfer and delivery of the Securities and to the Initial Purchasers, including any transfer or other 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; thereon, (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 state securities and the preparation, printing and distribution of a Blue Sky Memorandum (including the related "Blue Sky" laws, including filing fees and expenses fees and disbursements of counsel for the Underwriters); Initial Purchasers relating thereto, (vi) any fees charged by the rating agencies for the rating of the Securities; Securities, (vii) the all fees and expenses (including reasonable fees and expenses of counsel) of the Obligors in connection with approval of the Securities by the DTC for "book-entry" transfer, (viii) the costs and charges of the Trustee and the paying agent (including related including fees and expenses of any counsel to such parties); (viii) all Trustee's counsel, (ix) the costs and expenses and application fees incurred of the Obligors 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 presentations or meetings undertaken in connection with the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics and the production and hosting of any "road show" presentation electronic road show, (x) the document production charges and expenses associated with printing this Agreement and (xi) all other costs and expenses incident to potential investors; provided, the performance of the obligations of the Obligors hereunder for which provision is not otherwise made in this Section 9(a). Notwithstanding the foregoing, the Initial Purchasers agree to pay all costs and expenses incident to the Partnership's initial registration as an extra-provincial limited partnership in Ontario, Canada. (b) It is understood, 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 if (i) this Agreement is terminated pursuant to Section 9, 7 or Section 8(b) hereof, (ii) the Company Obligors for any reason fails fail to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Obligors agree to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby. View More
Payment of Expenses. (a) Whether or not The Company agrees with each Underwriter to pay all expenses, fees and taxes (other than any transfer taxes incurred by the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Underwriters for the Company will pay or cause resale of the Shares and, except as set forth under Section 7 hereof and (iv) and (vi) below, fees and disbursements of counsel for the Underwriters, such transfer taxes, counsel fees and disbursements to be paid all ...costs and expenses incident to by the performance of its obligations hereunder, including without limitation, Underwriters) in connection 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, the each Preliminary Prospectus, any Issuer the Prospectus, each Permitted 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 and supplements thereto) and the distribution thereof; (iii) the costs of reproducing mailing 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) shipment), (ii) 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 air travel-related expenses incurred by the Company and the Underwriters and all hotel expenses attributable to the Company, in each case, in connection with any "road show" presentation meetings with prospective investors in the Shares, (iii) the issuance, sale and delivery of the Shares by the Company, (iv) the word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, any Statements of Information, the Letter of Instruction and the reproduction and/or printing and furnishing of copies of each thereof to potential investors; provided, however, that except the Underwriters and to dealers (including costs of mailing and shipment), (v) the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as provided aforesaid (including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (vi) the listing of the Shares on the NYSE, (vii) the filing, if any, for review of the public offering of the Shares by FINRA (including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters), and (viii) the performance of the Company's other obligations hereunder. -18- 7. Reimbursement of Underwriters' Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to clauses (y)(i), (iii), (iv) or (v) of Section 9 or the last paragraph of Section 10 hereof, or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 7 or this Section 11, 6 hereof, reimburse the Underwriters shall pay for all of their own costs and reasonable out-of-pocket 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) respective counsel. Notwithstanding the foregoing if the Shares are not delivered because of a termination of this Agreement is terminated pursuant to the last paragraph of Section 9, (ii) 10 hereof, the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to shall reimburse the non-defaulting Underwriters for all of their reasonable out-of-pocket costs and expenses (including expenses, including the fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. respective counsel. 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 of Sale Information Statement as originally filed 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 Time of Sale Information, each other preliminary prospectus, all computational materials, if any, and expenses the Prospectus and each amendment or supplement thereto and delivery of counsel for copies thereof to the Underwriters); (vi) any fees charged by Underwriters, (iii) the rating agencies for rating preparation of this Agreement and the Securities; (vii) 2015-B Basic Documents, (iv) the fees 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 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 Mercedes Parties' 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 6(e) of this Agreement, including the filing fees and 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 Company agrees to pay, or reimburse if paid by any Underwriter, or 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 Public Units, Pub...lic Shares and Public Warrants and any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Public Units, the Common Stock and the Warrants 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 the General 21 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) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $35,000) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Public Units and any filings made with FINRA; (e) any applicable listing or other fees; (f) the fees and expenses (including related fees and expenses of counsel to the Underwriters) of qualifying the Public Units 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 fees and expenses of the registrar and transfer agent of the Common Stock and the warrant agent of the Warrants and Trustee; 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, 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 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 not contemplated herein, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters. 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 of Sale Information Statement as originally filed 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 Time of Sale Information, each other preliminary prospectus, all computational materials, if any, and expenses the Prospectus and each amendment or supplement thereto and delivery of counsel for copies thereof to the Underwriters); (vi) any fees charged by Underwriters, (iii) the rating agencies for rating preparation of this Agreement and the Securities; (vii) 2014-A Basic Documents, (iv) the fees 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 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 Mercedes Parties' 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 6(e) of this Agreement, including the filing fees and 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 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 of Sale Information Statement as originally filed 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 Time of Sale Information, each other preliminary prospectus, all computational materials, if any, and expenses the Prospectus and each amendment or supplement thereto and delivery of counsel for copies thereof to the Underwriters); (vi) any fees charged by Underwriters, (iii) the rating agencies for rating preparation of this Agreement and the Securities; (vii) 2016-A Basic Documents, (iv) the fees 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 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 Mercedes Parties' 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 6(e) of this Agreement, including the filing fees and 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 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 of Sale Information Statement as originally filed 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 Time of Sale Information, each other preliminary prospectus, all computational materials, if any, and expenses the Prospectus and each amendment or supplement thereto and delivery of counsel for copies thereof to the Underwriters); (vi) any fees charged by Underwriters, (iii) the rating agencies for rating preparation of this Agreement and the Securities; (vii) 2015-A Basic Documents, (iv) the fees 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 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 Mercedes Parties' 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 6(e) of this Agreement, including the filing fees and 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 Company agrees to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation, limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities... and any taxes payable in that connection; (ii) the costs incident to the preparation, printing or reproduction and filing under with the Securities Act Commission of the Registration 28 Statement (including financial statements and exhibits thereto), the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Preliminary Prospectus, any and each Issuer Free Writing Prospectus, and all amendments or supplements to any Time of Sale Information them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v) the registration of the Shares under the Exchange Act, if applicable, and the Prospectus listing of the Shares on the Trading Market; (vi) any registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several states (including all exhibits, amendments and supplements thereto) filing fees and the distribution thereof; (iii) reasonable fees and expenses of counsel for the costs Manager relating to such registration and qualification); (vii) the transportation and other expenses incurred by or on behalf of reproducing and distributing each Company representatives in connection with presentations to prospective purchasers of the Transaction Documents; (iv) Shares; (viii) 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 accountants and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the Underwriters); (vi) any fees charged by Company; (ix) the rating agencies for rating filing fee under FINRA Rule 5110; (x) the Securities; (vii) the reasonable fees and expenses of the Trustee Manager's counsel, not to exceed $30,000 (excluding any periodic due diligence fees provided for under Section 4(n)), $10,000 of which has been paid prior to the date hereof and the paying agent (including related balance of which shall be paid on the date hereof; (xi) initial due diligence fees of the Manager in the amount of $50,000, $10,000 of which has been paid prior to the date hereof and the balance to be paid on the date hereof; and (xii) all other costs and expenses of any counsel incident to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred performance by the Company in connection with any "road show" presentation to potential investors; provided, 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. its obligations hereunder. View More
