Payment of Expenses Clause Example with 1,950 Variations from Business Contracts
This page contains Payment of Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities A...ct of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.View More
Variations of a "Payment of Expenses" Clause from Business Contracts
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company The Seller will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing ...and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time Statement as originally filed and of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation amendment thereto, (ii) the fees and disbursements of their the Indenture Trustee and its counsel, (iii) the preparation and issuance of the Notes and the delivery of the Notes to the Underwriters, (iv) the fees and disbursements of CNHICA's and the Seller's 13 counsel and accountants, (v) the fees and disbursements of the Asset Representations Reviewer and its counsel, if any, (vi) the qualification of the Notes under securities laws in accordance with the provisions of Section 6(g), including filing fees and the fees and disbursements of counsel for you in connection therewith and in connection with the preparation of any advertising expenses (other than blue sky or legal investment survey, (vii) the preparation and delivery to the Underwriters of electronic copies of the Preliminary Prospectus and the Prospectus and of each amendment thereto, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses, if any, incurred with respect to any road show presentation) connected filing with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender Financial Industry Regulatory Authority, and (x) the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including any damages or other amounts payable in connection with legal and contractual liability) associated with reforming any Contracts for Sale of the fees and expenses of their counsel) reasonably incurred Notes made by the Underwriters caused by a breach of any representation in connection with this Agreement and the offering contemplated hereby. Section 2(b) or Section 2(c). 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 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 or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company The Seller will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing ...and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time Statement as originally filed and of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation amendment thereto, (ii) the fees and disbursements of their the Indenture Trustee and its counsel, (iii) the preparation, issuance and delivery of the Notes to the Underwriters, (iv) the fees and disbursements of CNHICA's and the Seller's counsel and accountants, (v) the fees and disbursements of the Asset Representations Reviewer and its counsel, if any, (vi) the qualification of the Notes under securities laws in accordance with the provisions of Section 6(g), including filing fees and the fees and disbursements of counsel for you in connection therewith and in connection with the preparation of any advertising expenses (other than blue sky or legal 12 investment survey, (vii) the preparation and delivery to the Underwriters of electronic copies of the Preliminary Prospectus and the Prospectus and of each amendment thereto, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses, if any, incurred with respect to any road show presentation) connected filing with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender Financial Industry Regulatory Authority, and (x) the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including any damages or other amounts payable in connection with legal and contractual liability) associated with reforming any Contracts for Sale of the fees and expenses of their counsel) reasonably incurred Notes made by the Underwriters caused by a breach of any representation in connection with this Agreement and the offering contemplated hereby. Section 2(b) or Section 2(c). View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company The Seller will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing ...and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time Statement as originally filed and of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation amendment thereto, (ii) the fees and disbursements of their the Indenture Trustee and its counsel, (iii) the preparation and issuance of the Notes and the delivery of the Notes to the Underwriters, (iv) the fees and disbursements of 13 CNHICA's and the Seller's counsel and accountants, (v) the fees and disbursements of the Asset Representations Reviewer and its counsel, if any, (vi) the qualification of the Notes under securities laws in accordance with the provisions of Section 6(g), including filing fees and the fees and disbursements of counsel for you in connection therewith and in connection with the preparation of any advertising expenses (other than blue sky or legal investment survey, (vii) the preparation and delivery to the Underwriters of electronic copies of the Preliminary Prospectus and the Prospectus and of each amendment thereto, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses, if any, incurred with respect to any road show presentation) connected filing with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender Financial Industry Regulatory Authority, and (x) the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including any damages or other amounts payable in connection with legal and contractual liability) associated with reforming any Contracts for Sale of the fees and expenses of their counsel) reasonably incurred Notes made by the Underwriters caused by a breach of any representation in connection with this Agreement and the offering contemplated hereby. Section 2(b) or Section 2(c). 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 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 24 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 upon the Execution Time; (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 of which shall be paid upon the Execution Time 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
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 Managers that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of each Registration Statemen...t, Basic Prospectus, Prospectus, Issuer Free Writing Prospectus and Unscheduled Free Writing Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Managers and dealers; (ii) the cost of printing or producing any Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(c) hereof, including (but only in the case that the Shares are not "covered securities" within the meaning of Section 18 of the Act) the fees and disbursements of counsel for the Managers in connection with such qualification and in connection with the Blue Sky survey (iv) all fees and expenses in connection with listing the Shares on the Exchange; (v) the filing fees incident to, and the fees and disbursements of counsel for the Managers in connection with, any required review by the Financial Industry Regulatory Authority, Inc. ("FINRA") of the terms of the sale of the Shares (which fees and disbursements of counsel (excluding, for the avoidance of doubt, any such filing fees) shall not exceed $10,000 in the aggregate); (vi) the cost of preparing stock certificates; (vii) the cost and charges of any transfer agent or registrar; and (viii) the reasonable documented out-of-pocket expenses of the Managers (including the fees and disbursements of counsel for the Managers, to be limited, at any given time, to one counsel for the Managers together with any local counsel) in connection with this Agreement and ongoing services in connection with the transactions contemplated hereby; and (ix) 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 hereunder which are not otherwise specifically provided for in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Section. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement is terminated, consummated, the Company Transferor will 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 to printing of the authorization, issuance, sale, Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus and of each amendm...ent or supplement thereto, (ii) the preparation of this Agreement and each Transaction Document, (iii) the preparation, issuance and delivery of the Securities Class A Certificates and any taxes payable in that connection; (ii) the costs incident Class B Certificates to the preparation, printing Underwriters 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; RFC III, respectively, (iv) the fees and expenses disbursements of the Company's counsel to the Transferor and independent accountants; (v) the fees and expenses incurred disbursements of the Transferor's accountants, (v) the qualification of the Certificates under securities laws in accordance with the provisions of Section 5(f), including filing fees in connection with the registration or qualification preparation of any blue sky and determination legal investment survey, (vi) the printing and delivery to the Underwriters of eligibility for investment copies of the Securities under Preliminary Prospectus, the laws of such jurisdictions as the Representatives may designate Ratings Free Writing Prospectus and the preparation, Prospectus and of each amendment or supplement thereto, (vii) the preparation and filing of the Registration Statement and all amendments thereto, (viii) the printing and distribution delivery to the Underwriters of a Blue Sky Memorandum (including copies of any blue sky or legal investment survey prepared in connection with the related Class A Certificates and any supplements thereto, (ix) any fees 13 charged by each Rating Agency for the rating of the Class A Certificates, (x) the fees and expenses expenses, if any, incurred with respect to any filing with the National Association of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) Securities Dealers, Inc., (xi) the fees and expenses of the Trustee and the paying agent (including related fees its counsel and expenses (xii) one-half 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 (the other half of such fees and expenses of their counsel) reasonably incurred disbursements to be paid for by 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 and the Forward Sale Agreements are consummated or any of this Agreement and the Forward Sale Agreements 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, hereunder and thereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any Confir...mation Shares and any taxes payable in that connection; connection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the each Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of this Agreement and the Transaction Documents; Forward Sale Agreements; (iv) the fees and expenses of the Company's counsel and independent accountants; of Ernst & Young LLP; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares and any Confirmation Shares under the laws of such jurisdictions as the Representatives Representatives, the Forward Purchasers or the Forward Sellers may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related and reasonable fees and expenses of counsel for the Underwriters); Underwriters, the Forward Purchasers and the Forward Sellers); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the all expenses (including reasonable fees and expenses of counsel for the Trustee Underwriters, the Forward Purchasers and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses Forward Sellers) and application fees incurred in connection with any filing with, and clearance of the offering of the Shares and any Confirmation Shares by, the Financial Industry Regulatory Authority; (vi) all expenses and (ix) application fees incurred in connection with making the Shares and any Confirmation Shares eligible for clearance, settlement and trading through the facilities of DTC and their listing on the NYSE; and (vii) 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. investors. 29 (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender deliver the Securities for delivery to Company Shares or the Underwriters Confirmation Shares or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers 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 Agreement, the Forward Sale Agreements and the offering contemplated hereby. hereby and thereby. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement is terminated, consummated, the Company Transferor will 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 to printing of the authorization, issuance, sale, Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus and of each amendm...ent or supplement thereto, (ii) the preparation of this Agreement and each Transaction Document, (iii) the preparation, issuance and delivery of the Securities Class A Certificates and any taxes payable in that connection; (ii) the costs incident Class B Certificates to the preparation, printing Underwriters 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; RFC III, respectively, (iv) the fees and expenses disbursements of the Company's counsel to the Transferor and independent accountants; (v) the fees and expenses incurred disbursements of the Transferor's 13 accountants, (v) the qualification of the Certificates under securities laws in accordance with the provisions of Section 5(f), including filing fees in connection with the registration or qualification preparation of any blue sky and determination legal investment survey, (vi) the printing and delivery to the Underwriters of eligibility for investment copies of the Securities under Preliminary Prospectus, the laws of such jurisdictions as the Representatives may designate Ratings Free Writing Prospectus and the preparation, Prospectus and of each amendment or supplement thereto, (vii) the preparation and filing of the Registration Statement and all amendments thereto, (viii) the printing and distribution delivery to the Underwriters of a Blue Sky Memorandum (including copies of any blue sky or legal investment survey prepared in connection with the related fees Class A Certificates and expenses of counsel for the Underwriters); (vi) any supplements thereto, (ix) any fees charged by each Rating Agency for the rating agencies for rating of the Securities; (vii) Class A Certificates, (x) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc., (xi) the fees and expenses of the Trustee and the paying agent (including related fees its counsel and expenses (xii) one-half 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 (the other half of such fees and expenses of their counsel) reasonably incurred disbursements to be paid for by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters). View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Units, the Shar...es and the Warrants and any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the each Preliminary Prospectus, any Issuer Free Writing the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the Transaction Documents; (iv) several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company's registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company's counsel and the Company's independent accountants; (v) accountants); provided that, except to the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as extent otherwise provided in Section 7 or this Section 11, 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred counsel, any transfer taxes on the resale of any Public Units by the Underwriters in connection with this Agreement them and the expenses of advertising any offering contemplated hereby. of the Public Units made by them. View More
