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 Expenses. The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Guarantors shall pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, under this Agreement, including without limitation, (i) the costs incident preparation, printing, delivery to the authorization, issuance, Underwriters and any filing of the Preliminary Prospectus, the Prospectus ...and of each amendment or supplement thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, the Indenture, the Securities, and such other documents as may be required in connection with the offer, purchase, sale, preparation issuance or delivery of the Securities or the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any transfer taxes, any stamp or other duties payable upon the sale, issuance and delivery of the Securities to the Underwriters, (iii) the fees and disbursements of the Company's and the Guarantors' counsel, accountants and other advisors, (iv) the qualification of the Securities under securities laws in accordance with the provisions of Section 4(i) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any taxes payable supplement thereto in that connection; (ii) the costs incident an amount not to the preparation, printing and filing under the Securities Act exceed $5,000, (v) any fees of the Registration Statement, Financial Industry Regulatory Authority, Inc. ("FINRA") in connection with 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) Securities, (vi) 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, Trustee, including without limitation the fees and disbursements of their counsel for the Trustee in connection with the Indenture and the Securities, (vii) one half of the costs and expenses of the Company relating to investor presentations on any advertising "road show" undertaken in connection with the marketing of the Securities including, without limitation, expenses (other than associated with respect to any the production of road show presentation) connected slides and graphics, travel and lodging expenses of the representatives and officers of the Company, and the cost of aircraft and other transportation chartered in connection with the road show, (viii) any fees payable in connection with any offers they make. rating of the Securities and (ix) any fees and expenses payable in connection with the approval of the Securities for book-entry transfer by DTC. (b) Termination of Agreement. If (i) this Agreement is terminated pursuant by the Representative in accordance with the provisions of Section 6 or Section 10(a)(i) or Section 10(a)(iii) (due to Section 9, (ii) a suspension or material limitation ordered with respect to the securities of the Company for any reason fails to tender the Securities for delivery to the Underwriters only and not as part of a general suspension or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, material limitation) hereof, the Company agrees to and the Guarantors shall reimburse the Underwriters for all of their out-of-pocket costs and expenses (including expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by counsel for the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Carlyle Parties will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, 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 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 Carlyle Parties' counsel and independent accountants and of Fortitude's 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 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 related fees and expenses of counsel for the Underwriters); (vi) any fees charged by (v) the rating agencies for rating cost of preparing certificates, if any, representing the Securities; (vii) (vi) the fees costs and expenses charges of the Trustee Trustee, any transfer agent and the paying agent (including related fees and expenses of any counsel to such parties); (viii) registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) any fees charged by ratings agencies for the Financial Industry Regulatory Authority; and rating of the Securities; (ix) all expenses incurred by the Company Carlyle Parties in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, and (x) all expenses and application fees related to the Underwriters shall pay their own costs and expenses, including without limitation listing of 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. Securities on the Exchange. 19 (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 because of any failure or refusal on the part of any Carlyle Party to comply with the terms of or to fulfill any of the conditions of this Agreement, or if for any reason permitted any Carlyle Party shall be unable to perform its obligations under this Agreement, the Company agrees Carlyle Parties agree to reimburse the Underwriters as have so terminated this Agreement with respect to themselves severally and are not in default hereunder for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; connection (other than any t...ransfer taxes payable by the Selling Noteholder pursuant to Section 2(d) hereof and any income taxes imposed on the Selling Noteholder with respect to the sale of the Securities by the Selling Noteholder to the Underwriters pursuant to this Agreement); (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the 33 Trustee and the any paying agent (including related fees and expenses of any outside counsel to such parties); and (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering Offering by, the Financial Industry Regulatory Authority; and (ix) all FINRA. The Company shall not be obligated to pay any expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided investors (including investor meetings, ground transportation, conference calls, NetRoadshow and document processing. The Company shall not be obligated in Section 7 any manner to pay or this Section 11, reimburse any expenses or other costs of any of the Underwriters shall pay their own Underwriters, including, but not limited to, the costs and expenses, including without limitation expenses of the fees and disbursements of their Underwriter's legal counsel and or any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. costs incurred by the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 9, 10 (other than clauses (i), (iii) and (iv) of Section 10), (ii) the Company Selling Noteholder 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 Selling Noteholder agrees to reimburse the Underwriters for all reasonable and actual out-of-pocket costs and expenses (including the fees and expenses of their its outside counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Offering; provided that in no event shall such costs and expenses to be reimbursed by the Selling Noteholder exceed $100,000. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Secur...ities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information 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 reasonable fees and expenses incurred in connection with the registration or qualification and 21 determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives Sales Agents 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); Sales Agents); (v) the cost of preparing stock certificates; (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) 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; (viii) all expenses and application fees related to the Financial Industry Regulatory Authority; listing of the Shares on the NYSE and (ix) all up to $100,000 (the "Reimbursable Counsel Fee Cap") of reasonable and documented fees, disbursements and expenses incurred by of counsel for the Company Sales Agents 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 Registration Statement, the Underwriters Prospectus and the Disclosure Package and ongoing services in connection with the transactions contemplated hereunder (for the avoidance of doubt, the Sales Agents shall pay for all their counsel's fees for any amount above the Reimbursable Counsel Fee Cap). (b) Other than as set forth in Section 5(a)(ix) of this Agreement, the Sales Agents shall bear their own 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 transactions contemplated hereby. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will 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 Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Secur...ities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information 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 reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives Sales Agents 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); Sales Agents); (v) the cost of preparing stock certificates; (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer 21 agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses and application fees related to the Financial Industry Regulatory Authority; listing of the Shares on the NYSE and (ix) all up to $125,000 (the "Reimbursable Counsel Fee Cap") of reasonable and documented fees, disbursements and expenses incurred by of counsel for the Company Sales Agents 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 Registration Statement, the Underwriters Prospectus and the Disclosure Package and ongoing services in connection with the transactions contemplated hereunder (for the avoidance of doubt, the Sales Agents shall pay for all their counsel's fees for any amount above the Reimbursable Counsel Fee Cap). (b) Other than as set forth in Section 5(a)(ix) of this Agreement, the Sales Agents shall bear their own 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 transactions contemplated hereby. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Companies and the Guarantor, jointly and severally, agree to pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs inci...dent 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 Companies' and the Guarantor's counsel and the Companies' and the Guarantor's 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 under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum "blue sky" memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) (v) any fees charged by the rating agencies for rating the Securities; (vii) (vi) the fees and expenses of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); (viii) (vii) all expenses and application fees incurred in connection with any filing with, and clearance the approval of the offering by, Notes for book-entry transfer by DTC; (vii) the Financial Industry Regulatory Authority; fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Tenth Supplemental Indenture and the Securities, (ix) [reserved] and (x) all expenses incurred by the Company Companies and the Guarantor in connection with any "road show" presentation to potential investors; provided, however, investors provided that except private aircraft travel expenses incurred in connection with such "road show" and other meetings shall be allocated 50% to the Companies and the Guarantor, on one hand, and 50% to the Underwriters on the other hand, and the Companies and the Guarantor on one hand, and the Underwriters in the aggregate (but severally as to their portion) on the other hand, shall each pay their own expenses for all other travel expenses. Except as provided in Section 7 or and in 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. counsel. -25- (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company Companies for any reason fails fail to tender the Securities for delivery to the Underwriters (other than solely by reason of a default by the Underwriters of their obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Companies and the Guarantor jointly and severally agree to reimburse the Underwriters (other than a defaulting underwriter) for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by 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 Preliminary Base Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package, the Final 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 costs, fees and expenses incurred by the Underwriter in connection with determining its compliance with the rules and regulations of FINRA related to the Underwriter's participation in the offering and distribution of the Transaction Documents; (iv) Stock, including any related filing fees and the reasonable and documented legal fees of, and disbursements by, counsel to the Underwriter; (e) any applicable listing or other fees in connection with listing the Stock on NASDAQ; (f) the fees and expenses of preparing, printing and distributing wrappers and blue sky memoranda, including any related filing fees and reasonable and document legal fees of, and 22 disbursements by, counsel to the Underwriter; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Common 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, 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 the cost of any aircraft chartered in connection with the road show; and (k) 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) 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 clauses (d) and (f) of this Section 11, 5 or Section 9, the Underwriters Underwriter shall pay their its own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred counsel, any transfer taxes on the resale of any Stock by it and the expenses of advertising any offering of the Stock made by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriter. View More
Payment of Expenses. (a) Whether or not The Company covenants and agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel for the Company and the Company's independent registered public accounting firm in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the prepara...tion, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus and the Prospectus and amendments and supplements thereto, and any Issuer Free Writing Prospectus, and the mailing and delivering of copies thereof to the Underwriters and dealers and any out-of-pocket costs associated with electronic delivery of any of the foregoing by the Underwriters to investors; (ii) all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(d) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment memoranda (not to exceed $5,000); (iii) any fees charged by securities rating services for rating the Securities; (iv) the cost of preparing the Securities; (v) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee and any such agent in connection with the Indenture and the Securities; and (vi) all other costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred obligations hereunder which are not otherwise specifically provided for in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, this Section 6. It is understood, however, that that, except as provided in Section 7 or this Section 11, 6 and Sections 8 and 11 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation any transfer taxes on resale of any of the fees and disbursements of their counsel Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and Evolent Health jointly and severally will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the p...reparation, 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 Company and Evolent Health's counsel and the Company's and the Acquired Business'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 Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriters up to $5,000); (vi) any fees charged by the rating agencies for rating the Securities; cost of preparing stock certificates; (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); transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; related -36- fees and expenses of counsel for the Underwriters up to $10,000); (ix) [reserved]; and (x) all expenses incurred by and application fees related to the listing of the Shares on the New York Stock Exchange. The provisions of this Section 13(a) shall not supersede or otherwise affect any agreement that 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, and the Underwriters shall pay their own costs and expenses, including without limitation Selling Stockholders may otherwise have for the fees and disbursements allocation of their counsel and any advertising such expenses (other than with respect to any road show presentation) connected with any offers they make. among themselves. (b) If (i) this Agreement is terminated pursuant to Section 9, 11 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 11), (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Securities Shares for delivery to the Underwriters (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 11 or Section 12) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees and Evolent Health jointly and severally agree to reimburse the Underwriters (or, in the case of Section 12, solely the non-defaulting Underwriter) for all documented 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. 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, this Agreement and any closing documents by mail, telex or other means of Sale Information communications; (d) the reasonable and documented fees and expenses (including related fees and expenses of counsel for the Prospectus Underwriters, subject to limit set forth in Section 5(h)) 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 reasonable and documented fees and expenses (including related fees and expenses of counsel to the Underwriters, subject to limit set forth in Section 5(h)) 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 reasonable and documented fees, disbursements and expenses of counsel to the Underwriters (provided, that the fees, disbursements and expenses of counsel to the Underwriters under this Section 5 shall not exceed $15,000 in the aggregate), and (j) 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 50% of the cost of any aircraft or other transportation chartered in connection with the road show (it being understood that the Underwriters will be responsible for the remaining 50%), and (k) 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) 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 and the travel and lodging expenses of 17 the Underwriters 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 in connection with this Agreement and the offering contemplated hereby. Underwriters. View More
