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 Issuer covenants and agrees with the Underwriters that it will pay or cause to be paid all costs the following: (i) the fees, disbursements and expenses incident to of the performance of its obligations hereunder, including without limitation, (i) Issuer's counsel and accountants in connection with the costs incident to the authorization, issuance, sale, preparation and... delivery issue of the Securities and any taxes payable all other expenses in that connection; (ii) the costs incident to connection with the preparation, printing printing, reproduction and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Final Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) thereof to the costs Underwriters and dealers; (ii) the cost of reproducing and printing or producing or distributing each of this Agreement, the Transaction Documents; (iv) Documents, the fees Blue Sky Memorandum, closing documents (including any compilations thereof) and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred any other documents in connection with the registration or offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification and determination of eligibility for investment of the Securities for offering and sale under state securities laws as provided in Section 4(g) hereof, including the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses disbursements of counsel for the Underwriters); (vi) Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) any fees charged by the securities rating agencies services for rating the Securities; (vii) (v) the fees cost of preparing the Securities (not including the related legal fees); (vi) the fees, expenses and expenses disbursements of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the Transaction Documents and the Securities; (vii) the costs and charges of any filing with, transfer agent and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) registrar; (viii) all expenses incurred by the Company Issuer in connection with any "road show" presentation to potential investors; provided, (ix) all expenses and application fees in connection with the listing of the Securities on the NYSE; and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 10. It is understood, however, that that, the Underwriters will pay, except as provided in this Section 10, and Section 7 or this Section 11, the Underwriters shall pay hereof, all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. may make, pro rata (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder). (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for 8 hereof or if any reason fails to tender the Securities for delivery to Underwriter shall default in its obligations hereunder, or if the Underwriters or (iii) the Underwriters decline shall fail to take and purchase the Securities due to the failure of the condition set forth in Section 6(c) hereof to be met, the Issuer shall not then be under any liability to any Underwriter except as provided in Section 7 hereof; but for any other reason permitted under this Agreement, the Company agrees to Securities are not delivered by or on behalf of the Issuer as provided herein, the Issuer will reimburse the Underwriters for all out-of-pocket costs and expenses (including the expenses, including fees and expenses disbursements of their counsel) counsel, reasonably incurred by the Underwriters in connection with this Agreement making preparations for the purchase, sale and delivery of the offering contemplated hereby. Securities, but the Issuer shall then be under no further liability to the Underwriters except as provided in Section 7 hereof. View More
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Agreement Transactions 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 any taxes payable ...in that connection; (ii) (b) the costs incident to the preparation, printing and filing registration of the Securities under the Securities Act Act; (c) the costs incident to the preparation and distribution of the Registration Statement, Statements, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time 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 of distributing, the Transaction Documents; (iv) Documents and any closing documents by mail, telex or other means of communications; (d) any applicable listing or other fees; (e) 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 documented related fees and expenses of counsel for to the Underwriters); (vi) Underwriters, up to a maximum of $10,000) of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 4(i) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys, if any; (f) any fees charged by the rating agencies for rating the Securities; (vii) the (g) all fees and expenses of the Trustee and the paying agent (including related the reasonable 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 parties) (h) 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 costs, fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement the approval of the Securities for book entry transfer by DTC; (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 Securities, 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; and (j) 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 the Transaction Documents (including, without limitation, the fees and expenses of the Company's counsel and the offering contemplated hereby. Company's independent accountants). 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 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, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; connection, as applicable; (ii) the costs incident to the preparation..., printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free -26- 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 the Company'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 Shares under the laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Shares in an amount not to exceed $10,000, as applicable, (vi) any fees charged by the rating agencies for rating the Securities; cost of preparing stock certificates, if any, (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) all expenses transfer agent and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and registrar; (ix) all expenses incurred by the Company 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 Company, on one hand, and 50% to the Underwriters on the other hand, and the Company, 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, as applicable; and (x) all expenses and fees in connection with any filings to be made with Nasdaq and FINRA. Except as provided in Section 7 or 9 and in this Section 11, 13, 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. (b) If (i) this Agreement is terminated pursuant to Section 9, 11, (ii) the Company or the Selling Shareholders for any reason fails to tender the Securities Shares 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 Shares for any reason permitted under this Agreement, the Company agrees 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. (c) The provisions of this Section 13 shall not affect any agreement that the Company and the Selling Shareholders may have made or make for the sharing of such costs and expenses, including the Investor Rights Agreement, by and among the Company and FIF V PFD LLC, dated as of November 1, 2013. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all reasonable costs and expenses incident to the performance of its obligations hereunder, including without limitation, the following: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable all ex...penses in that connection; (ii) the costs incident to connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; (iii) mailing and delivering of copies thereof to the costs of reproducing Underwriters and distributing each of dealers; (ii) the Transaction Documents; (iv) the fees fees, disbursements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred accountants in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate Securities Act and the preparation, printing Offering; (iii) the cost of producing this Agreement and distribution any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of a Blue Sky Memorandum (including the related Securities for offering and sale under state or foreign securities or blue sky laws as provided in Section 4(f) hereof, including the fees and expenses disbursements of one counsel for the Underwriters); (vi) Underwriters in connection with such qualification and in connection with any blue sky survey; (v) any fees charged by the rating agencies for rating the Securities; (vii) the securities; (vi) fees and expenses of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); (vii) all fees and expenses in connection with listing the Maximum Number of Underlying Shares and the Warrant Securities on NASDAQ; (viii) all fees and expenses in connection with the approval of the Securities for book-entry transfer by DTC; (ix) all travel expenses of the Company's officers and application fees employees and any other expense of the Company incurred in connection with any filing with, and clearance attending or hosting meetings with prospective purchasers of the offering by, Securities; (x) the Financial Industry Regulatory Authority; preparation, printing and (ix) all distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada, including in the form of a Canadian "wrapper" (including related fees and expenses of Canadian counsel to the Underwriters); and (xi) any stock transfer taxes incurred by the Company in connection with any "road show" presentation this Agreement or the Offering. The Company also will pay or cause to potential investors; provided, be paid all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6. It is understood, however, that except as provided in Section 7 or this Section 11, Sections 6, 8, 9 and 12 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel and stock transfer taxes on resale of 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 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 contemplated hereby. them. 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 preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto or any document incorporated by reference therein and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each 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, telex or other means of communications; (c) the reasonable and documented fees and expenses (including related fees and expenses of counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Stock and any filings made with FINRA; (d) any applicable Exchange listing or other fees; (e) the reasonable fees and expenses (including related fees and expenses of counsel to the Underwriters) of qualifying the Stock under the securities laws of the several jurisdictions as provided in Section 4(i)(g) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys (provided that the amount payable by the Company with respect to fees and disbursements of counsel to the Underwriters pursuant to subsections (c) and (e) shall not exceed $10,000 in the aggregate); (f) all fees and expenses of the registrar and transfer agent of the Stock; (g) the costs and expenses relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Stock, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company; and (h) all other costs and expenses incident to the offering of the Stock or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) accountants); provided that, except to the fees 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 Section 10, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements expenses of their counsel not contemplated herein, any transfer taxes on the resale of any Stock by them and the expenses of advertising any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. offering of the Stock made by the Underwriters. 17 (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery In addition to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, expenses set forth in Section 5(a) above, the Company agrees to reimburse the Underwriters Representative for all its reasonable out-of-pocket costs and expenses (including in connection with the performance of its activities under this Agreement, including fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters' outside legal counsel not to exceed $25,000. 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 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 reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) any fees charged Underwriters), provided that the amount payable by the rating agencies for rating Company pursuant to clause (iv) shall not exceed $10,000; (v) the Securities; (vii) cost of preparing stock certificates; (vi) 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 reasonable and documented 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 reasonable and (ix) documented fees and expenses of counsel for the Underwriters, provided that the amount payable by the Company with respect to such fees and expenses of counsel pursuant to this clause (vii) shall not exceed $30,000; (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, investors (except it is understood that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs 50% of the cost of any chartered aircraft and expenses, including without limitation other transportation chartered in connection with any "road show" and all of the fees travel, lodging and disbursements other expenses of the Underwriters or any of their counsel and any advertising expenses (other than with respect to any road show presentation) connected employees incurred by them in connection with any offers they make. "road show"); and (x) all expenses and application fees related to the listing of the Shares on the Exchange. (b) If (i) this Agreement is terminated on or prior to the Closing Date pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters on the Closing Date (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, Agreement on the Closing Date, the Company agrees to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. hereby; provided, however, that in the event any such termination is effected after the Closing Date but prior to any Additional Closing Date with respect to the purchase of any Option Shares, the Company shall only reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) incurred by the Underwriters after the Closing Date in connection with the proposed purchase of any such Option Shares; and provided, further, that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligation to purchase the Shares. 29 12. 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 each Underwriter referred to in Section 7 hereof. 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 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 the Warrants and an...y taxes payable in that connection; (ii) (b) the costs incident to the registration of the Securities under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto or any document incorporated by reference therein and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each the Master Selected Dealers' Agreement, this Agreement and any closing documents by mail, telex or other means of communications; (d) the fees and expenses (including related fees and expenses of counsel for the Underwriter) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Securities 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 Underwriter) of qualifying the Securities 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 and warrant certificates; (h) all fees and expenses of the registrar and transfer agent of the Securities; (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 Securities, 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 (j) all other costs and expenses incident to the offering of the -22- 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) 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 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 Securities by them and the expenses of advertising any offering of the Securities made by the Underwriters in connection with Underwriter. In no event may the maximum compensation payable to FINRA members and independent broker-dealers exceed 8.0% of the gross proceeds of this Agreement and the offering contemplated hereby. offering. 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, Representative and the other Underwriters that the Company will pay or cause to be paid all costs the following, whether or not the transactions contemplated herein are completed: (i) the reasonable and documented out-of-pocket expenses incident to incurred by the performance of its obligations hereunder, Underwriters in connection with their e...ngagement, including without limitation, (i) outside legal fees and expenses, marketing, syndication and travel expenses, provided that such expenses shall not exceed $80,000 without the costs prior approval of the Company; (ii) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA fees, including the filing fees incident to thereto; (iii) all fees and disbursements of the authorization, issuance, sale, preparation Company's counsel, accountants and delivery other advisors in connection with the registration of the Securities under the 1933 Act and any taxes payable all other expenses in that connection; (ii) the costs incident to connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, Prospectus and any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) thereto and the distribution thereof; (iii) mailing and delivering of copies thereof to the Underwriters; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities as provided in Section 3(d) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (v) the cost of printing or reproducing this Agreement, the Blue Sky survey, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (vi) the preparation and filing of the Designation for the Securities with the Secretary of State of the State of Delaware and the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs of reproducing and distributing each expenses of the Transaction Documents; (iv) Company relating to investor presentations or any "road show" undertaken in connection with the marketing of the Securities, including, without limitation, 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, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show with the prior consent of the Company; (ix) any fees payable in connection with the rating of the Securities; (x) the fees and expenses incurred in connection with having the Securities eligible for clearance, settlement and trading through the facilities of the Company's counsel and independent accountants; (v) DTC; (x) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under on the laws of such jurisdictions as the Representatives may designate Nasdaq, and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees (xi) all other costs and expenses incident to the performance of counsel the Company's obligations hereunder which are not otherwise specifically provided for the Underwriters); (vi) any fees charged in this Section 4. (b) If this Agreement is terminated 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 Representative in connection accordance with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by Sections 6, 9 or 10 hereof, 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, will reimburse the Underwriters shall pay their own costs upon demand for all reasonable and expenses, including without limitation the documented out-of-pocket expenses (including reasonable fees and disbursements of their counsel and any advertising expenses (other than with respect counsel), not to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to exceed the amounts set forth in 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 4(a), that shall have been incurred by the Underwriters in connection with this Agreement and the proposed offering contemplated hereby. of those of the Securities as to which such sale is not consummated. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Issuer covenants and agrees with the Underwriters that it will pay or cause to be paid all costs the following: (i) the fees, disbursements and expenses incident to of the performance of its obligations hereunder, including without limitation, (i) Issuer's counsel and accountants in connection with the costs incident to the authorization, issuance, sale, preparation and... delivery issue of the Securities and any taxes payable all other expenses in that connection; (ii) the costs incident to connection with the preparation, printing printing, reproduction and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Final Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) thereof to the costs Underwriters and dealers; (ii) the cost of reproducing and printing or producing or distributing each of this Agreement, the Transaction Documents; (iv) Documents, the fees Blue Sky Memorandum, closing documents (including any compilations thereof) and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred any other documents in connection with the registration or offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification and determination of eligibility for investment of the Securities for offering and sale under state securities laws as provided in Section 4(g) hereof, including the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses disbursements of counsel for the Underwriters); (vi) Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) any fees charged by the securities rating agencies services for rating the Securities; (vii) (v) the fees cost of preparing the Securities (not including the related legal fees); (vi) the fees, expenses and expenses disbursements of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the Transaction Documents and the Securities; (vii) the costs and charges of any filing with, transfer agent and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) registrar; (viii) all expenses incurred by the Company Issuer in connection with any "road show" presentation to potential investors; provided, (ix) all expenses and application fees in connection with the listing of the Securities on the NYSE; and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 10. It is understood, however, that that, the Underwriters will pay, except as provided in this Section 10, and Section 7 or this Section 11, the Underwriters shall pay hereof, all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for 8 hereof or if any reason fails to tender the Securities for delivery to Underwriter shall default in its obligations hereunder, or if the Underwriters or (iii) the Underwriters decline shall fail to take and purchase the Securities due to the failure of the condition set forth in Section 6(c) hereof to be met, the Issuer 19 shall not then be under any liability to any Underwriter except as provided in Section 7 hereof; but for any other reason permitted under this Agreement, the Company agrees to Securities are not delivered by or on behalf of the Issuer as provided herein, the Issuer will reimburse the Underwriters for all out-of-pocket costs and expenses (including the expenses, including fees and expenses disbursements of their counsel) counsel, reasonably incurred by the Underwriters in connection with this Agreement making preparations for the purchase, sale and delivery of the offering contemplated hereby. Securities, but the Issuer shall then be under no further liability to the Underwriters except as provided in Section 7 hereof. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all 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 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 and the Selling Stockholders' counsel and independent accountants; (v) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); Underwriters related thereto); (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, the Financial Industry Regulatory Authority; and (ix) FINRA; (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that the Underwriters shall be responsible for 50% of the third party costs of any private aircraft incurred -31- by or on behalf of the Company in connection with such road show; and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. It is, however, understood that except as provided in Section 7 or this Section 11, 13 and Section 9 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect fees and expenses specified in this clause (a) of Section 13, and fees and expenses incurred by any of them as an Indemnified Person pursuant to Section 9) and stock transfer taxes on resale of any road show presentation) connected with any offers they make. of the Shares by them, including, for the avoidance of doubt, the cost of aircraft as specified in clause (viii) of this clause (a). (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, 11, (ii) the Company sale of the Shares provided for herein is not consummated because any reason fails to tender the Securities for delivery condition to the obligations of the Underwriters set forth in Section 8 hereof is not satisfied (other than by reason of a default by any of the Underwriters) or (iii) the Underwriters decline sale of Shares provided for herein is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to purchase perform any agreement herein or comply with any provision hereof (other than by reason of a default by any of the Securities for any reason permitted under this Agreement, Underwriters), the Company agrees to reimburse the Underwriters through the Representative for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More
