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 and the Forward Sale Agreements are consummated or this Agreement is and the Forward Sale Agreements are 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, limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Offered Shares and the Shares issuable... pursuant to the Forward Sale Agreements and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the each Preliminary Prospectus, any Issuer Free Writing Prospectus, any the 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 this Agreement and the Transaction Documents; Forward Sale Agreements; (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 Offered Shares and the Shares issuable pursuant to the Forward Sale Agreements under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters); Underwriters, the Forward Purchasers and the Forward Sellers in an aggregate amount not to exceed $10,000); (vi) any the fees charged by and expenses incurred in connection with the rating agencies for rating listing of the Securities; Offered Shares and the Shares issuable pursuant to the Forward Sale Agreements on the NYSE; (vii) the fees and expenses of any transfer agent or registrar for the Trustee and the paying agent Shares (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. investors. (b) If (i) this Agreement is terminated pursuant to Section 9, 11, (ii) the Company for any reason fails to tender the Securities Offered Shares are not tendered for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Offered 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 documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers in connection with this Agreement and the offering contemplated hereby. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company 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 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, (vi) the preparation and delivery to the Underwriters of electronic copies of the Preliminary Prospectus and the Prospectus and of each amendment thereto, (vii) any fees charged by rating agencies for the rating of the Notes, (viii) 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 (ix) 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 The Company will agrees to 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 hereunder are consummated or this Agreement is terminated, including without limitation, expenses, fees and taxes in connection with: (i) the costs incident to the authorization, is...suance, 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, each preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus, and any Time of Sale Information amendments or supplements thereto, and the Prospectus printing and furnishing of copies of each thereof to the Underwriters and to dealers (including all exhibits, amendments costs of mailing and supplements thereto) shipment); (ii) the preparation, issuance and delivery of the certificates for the Shares to the Underwriters, including any stock or other transfer taxes or duties payable upon the sale of the Shares to the Underwriters; (iii) the printing of this Agreement and any dealer agreements and furnishing of copies of each to the Underwriters and to dealers (including costs of mailing and shipment); (iv) the qualification of the Shares for offering and sale under state laws that the Company and the distribution thereof; (iii) Representatives have mutually agreed are appropriate and the costs determination of reproducing their eligibility for investment under state law as aforesaid, and distributing each the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers; (v) filing for review of the Transaction Documents; (iv) public offering of the Shares by FINRA; (vi) the fees and expenses of any transfer agent or registrar for the Company's counsel Shares and independent accountants; (v) miscellaneous expenses referred to in the Registration Statement; (vii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment inclusion of the Securities under Shares in 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 New York Stock Exchange; (viii) costs and expenses of any counsel to such parties); (viii) all expenses internet road 25 show; and application fees incurred in connection with any filing with, and clearance (ix) the performance of the offering by, Company's and the Financial Industry Regulatory Authority; and (ix) all expenses incurred Operating Partnership's other obligations hereunder. Upon the request of the Representatives, the Company will provide funds in advance for filing fees. (b) If this Agreement shall be terminated by the Underwriters, or any of them, pursuant to clauses (i), (iv)(a), (vi) or (vii) of Section 7, 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 or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (such as printing, facsimile, courier service, direct computer expenses, accommodations, travel 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 Underwriters' counsel) reasonably incurred by the such Underwriters in connection with this Agreement and or the offering transactions contemplated hereby. herein. 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 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 transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will agrees to pay or cause to be paid all costs costs, fees and expenses incident (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of the Shares) incurred in connection with the performance of its obligations hereunder, hereunder and in connection with the transactions contemplated hereby, including without...limitation, (i) limitation (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees fees, disbursements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers pursuant to this Agreement; (b) the cost of printing or producing this Agreement, the blue sky memorandum (if requested by the Underwriters), and closing documents (including any compilations thereof); (c) all expenses in connection with the qualification of the Shares for offering and sale under blue sky laws as provided in Section 5(b) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters, not to exceed $10,000 in the aggregate, in connection with such qualification and determination in connection with the blue sky survey; (d) all fees and expenses in connection with listing the Shares on the Nasdaq Global Select Market; (e) the filing fees incident to, and the reasonable fees and disbursements of eligibility counsel for investment the Underwriters, not to exceed $10,000 in the aggregate, in connection with any required review by FINRA of the Securities under terms of the laws sale of such jurisdictions as the Representatives may designate Shares; and (f) the preparation, printing and distribution fees of a Blue Sky Memorandum (including any transfer agent or registrar for the related Company. Each Selling Stockholder will pay 17 or cause to be paid (A) any fees and expenses of counsel for such Selling Stockholder (subject to the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses terms of the Trustee Registration Rights Agreement (as defined below)) and (B) all stock transfer taxes incident to the paying agent (including related fees sale and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance delivery of the offering by, Shares to be sold by such Selling Stockholder to 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 Underwriters hereunder. Except as provided in Section 7 or this Section 11, 7, and Sections 9 and 12 hereof, the Underwriters shall pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, stock transfer taxes on resale of any of the Shares 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) Notwithstanding the foregoing, as between the Company for and the Selling Stockholders, the provisions of this Section 7 shall not affect the terms set forth in the Registration Rights Agreement or 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, agreement that the Company agrees to reimburse and the Underwriters for all out-of-pocket costs Selling Stockholders may have or make regarding the allocation of expenses between the Company and expenses (including the fees Selling Stockholders, which the Company and expenses the Selling Stockholders agree shall control solely as among them in the event of their counsel) reasonably incurred by the Underwriters in connection any conflict with this Agreement and the offering contemplated hereby. Section 7. View More
Payment of Expenses. (a) Whether or not The Operating Partnership and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Parent Guarantor, jointly and severally, covenant and agree with the Company several Underwriters that the Operating Partnership and the Parent Guarantor will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Operating Partnership's and the Parent Guarantor's counsel and independent registered public accounting firm... in connection with the registration of the Securities and the Guarantee under the Securities Act; (ii) all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Preliminary Prospectus and the Prospectus and all other amendments and supplements thereto, and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (iii) the cost of printing and producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, the Indenture, any Blue Sky and legal investment memoranda, closing documents (including any compilations thereof) and any other documents so long as such documents have been approved by the Operating Partnership or the Parent Guarantor in connection with the offering, purchase, sale and delivery of the Securities and the Guarantee; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(c) hereof, including the fees 17 and disbursements of the counsel to the Underwriters, in connection with such qualification and in connection with any Blue Sky and legal investment surveys; (v) any fees charged by securities rating agencies for rating the Securities; (vi) any filing fees incident to, and the reasonable fees and disbursements of the counsel to the Underwriters, in connection with any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities; (vii) the cost of preparing the Securities and the Guarantee; (viii) the reasonable fees and expenses of any Trustee identified in a Pricing Agreement (the "Trustee") and any agent of any Trustee and any transfer or paying agent of the Operating Partnership and the Parent Guarantor and the reasonable fees and disbursements of counsel to the Trustee or such agent in connection with any Indenture, the Securities and the Guarantee; (ix) any transfer or similar taxes payable in connection with the issuance, sale and delivery of the Designated Securities and the Guarantee to the Underwriters; and (x) 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 hereunder and delivery of the Securities and under any taxes payable Pricing Agreement, 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, this Section 7. It is understood, however, that that, except as otherwise specifically provided in this Section 7 or this Section 11, and Sections 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 the counsel to the Underwriters, 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 any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the 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 and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under th...e 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 costs, fees and expenses incurred in connection with the registration performance of its obligations under this Agreement, whether or qualification not the transactions contemplated hereby are consummated, including without limitation (i) all expenses incident to the issuance and determination of eligibility for investment delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, Shares (including all printing and distribution engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of a Blue Sky Memorandum (including the related Shares to the Manager, (iii) all fees and expenses of counsel for the Underwriters); (vi) any Company's counsel, independent public or certified public accountants and other advisors to the Company, and the reasonable fees charged and expenses of the Manager's counsel, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration 27 Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (v) filing fees, attorneys' fees and expenses incurred by the rating agencies Company or the Manager in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for rating offer and sale under the Securities; state securities or blue sky laws, and, if requested by the Manager, preparing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the Manager of such qualifications, registrations and exemptions, (vi) the filing fees incident to the review and approval by FINRA of the terms of the sale of the Shares, if any, (vii) the fees and expenses associated with listing of the Trustee and Shares on the paying agent (including related Nasdaq, (vii) all fees and expenses of any counsel to such parties); the registrar and transfer agent of the Common Stock, (viii) all fees and expenses (including reasonable fees and application fees incurred in connection with any filing with, and clearance expenses of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by counsel) of the Company in connection with any "road show" presentation approval of the Shares by DTC for "book-entry" transfer, (ix) all other fees, costs and expenses referred to potential investors; provided, however, that except as provided in Section 7 or Item 14 of Part II of the Registration Statement and (x) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section 11, 5. Notwithstanding the Underwriters shall pay their own costs and expenses, including without limitation foregoing sentence, the fees and disbursements of their Manager's counsel pursuant to subsections (v) and any advertising expenses (other than (vi) above shall not exceed (A) $100,000 in connection with respect to any road show presentation) connected with any offers they make. (b) If (i) execution of this Agreement and (B) $20,000 in connection with each Representation Date on which the Company is terminated required to provide a certificate pursuant to Section 9, (ii) the Company 4(k) of this Agreement (and $25,000 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 triggering event in connection with the filing of a Form 10-K). Except as provided in this Agreement Section 5 and in Section 7 hereof, the offering contemplated hereby. Manager shall pay its own expenses. 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 Underwritten 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 Underwritten 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 Underwritten Notes 14 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 will The Obligors agree to pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, under this Agreement, whether or not 28 the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 7 or Section 8(b) hereof, including without limitation, all costs and expenses incident t...o (i) the costs incident cost of production and printing of documents with respect to the authorization, issuance, sale, preparation transactions contemplated hereby, including any costs of printing the Preliminary Offering Memorandum, the Time of Sale Memorandum and any Offering Memorandum and any amendment or supplement thereto, and any "Blue Sky" memoranda, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the fees, disbursements and expenses of the Obligors' counsel and accountants in connection with the issuance and sale of the Securities, (iv) all costs and expenses related to the transfer and delivery of the Securities and to the Initial Purchasers, including any transfer or other taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; thereon, (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate state securities and the preparation, printing and distribution of a Blue Sky Memorandum (including the related "Blue Sky" laws, including filing fees and expenses fees and disbursements of counsel for the Underwriters); Initial Purchasers relating thereto, (vi) any fees charged by the rating agencies for the rating of the Securities; Securities, (vii) the all fees and expenses (including reasonable fees and expenses of counsel) of the Obligors in connection with approval of the Securities by the DTC for "book-entry" transfer, (viii) the costs and charges of the Trustee and the paying agent (including related including fees and expenses of any counsel to such parties); (viii) all Trustee's counsel, (ix) the costs and expenses and application fees incurred of the Obligors in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company presentations or meetings undertaken in connection with the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics and the production and hosting of any "road show" presentation electronic road show, (x) the document production charges and expenses associated with printing this Agreement and (xi) all other costs and expenses incident to potential investors; provided, the performance of the obligations of the Obligors hereunder for which provision is not otherwise made in this Section 9(a). (b) It is understood, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If if (i) this Agreement is terminated pursuant to Section 9, 7 or Section 8(b) hereof, (ii) the Company Obligors for any reason fails fail to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Obligors agree to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will The Obligors agree to pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 7 or Section 8(b) hereof, including without limitation, all costs and expenses incident to (...i) the costs incident cost of production and printing of documents with respect to the authorization, issuance, sale, preparation transactions contemplated hereby, including any costs of printing the Preliminary Offering Memorandum, the Time of Sale Memorandum and any Offering Memorandum and any amendment or supplement thereto, and any "Blue Sky" memoranda, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the fees, disbursements and expenses of the Obligors' counsel and accountants in connection with the issuance and sale of the Securities, (iv) all costs and expenses related to the transfer and delivery of the Securities and to the Initial Purchasers, including any transfer or other taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; thereon, (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate state securities and the preparation, printing and distribution of a Blue Sky Memorandum (including the related "Blue Sky" laws, including filing fees and expenses fees and disbursements of counsel for the Underwriters); Initial Purchasers relating thereto, (vi) any fees charged by the rating agencies for the rating of the Securities; Securities, (vii) the all fees and expenses (including reasonable fees and expenses of counsel) of the Obligors in connection with approval of the Securities by the DTC for "book-entry" transfer, (viii) the costs and charges of the Trustee and the paying agent (including related including fees and expenses of any counsel to such parties); (viii) all Trustee's 29 counsel, (ix) the costs and expenses and application fees incurred of the Obligors in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company presentations or meetings undertaken in connection with the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics and the production and hosting of any "road show" presentation electronic road show, (x) the document production charges and expenses associated with printing this Agreement and (xi) all other costs and expenses incident to potential investors; provided, the performance of the obligations of the Obligors hereunder for which provision is not otherwise made in this Section 9(a). (b) It is understood, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If if (i) this Agreement is terminated pursuant to Section 9, 7 or Section 8(b) hereof, (ii) the Company Obligors for any reason fails fail to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Obligors agree to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby. View More
