Payment of Expenses Clause Example with 1,950 Variations from Business Contracts
This page contains Payment of Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities A...ct of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.View More
Variations of a "Payment of Expenses" Clause from Business Contracts
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will 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 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); Underwriters not to exceed $5,000); (v) the cost of preparing stock certificates; (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, provided that the Financial Industry Regulatory Authority; reimbursement obligation for any legal fees and (ix) expenses of counsel for the Underwriters in connection with FINRA shall be reasonably documented and not exceed $35,000 (it being agreed and understood that any other related fees and expenses, including filing fees, shall be reimbursed in full); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, investors and Testing-the-Waters Communications, except it is understood that except as provided 50% of the cost of any chartered aircraft and other transportation chartered in Section 7 connection with the roadshow or this Section 11, the Testing-the-Waters Communications and all lodging, commercial airfare and individual expenses of the Underwriters shall pay their own costs be the responsibility of the Underwriters; (ix) all expenses and expenses, including without limitation application fees related to the listing of the Shares on the Nasdaq Market; and (x) all of the fees and disbursements of their counsel incurred by the Underwriters in connection with the Directed Share Program and any advertising expenses (other than stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with respect to any road show presentation) connected with any offers they make. the Directed Share Program. 27 (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 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 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. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Depositor 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 Certificates 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, Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Basic Documents; (iv) the fees and expenses of counsel for the Company's Underwriters; (v) the fees and expenses of the Depositor's counsel and independent 29 accountants; (v) (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) (vii) any fees charged by the rating agencies Rating Agencies for rating the Securities; (vii) Certificates; (viii) the fees and expenses of the Trustee Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the paying agent Other Master Servicer (including related fees and expenses of any counsel to such parties); (viii) (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, with the Financial Industry Regulatory Authority; and (ix) (x) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided investors in Section 7 or this Section 11, Offered Certificates; and (xi) the Underwriters shall pay their own costs and expenses, including without limitation expenses of the fees and disbursements Depositor in connection with the purchase of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor 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 Company covenants and agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, several Underwriters that the Company will pay pay, or cause to be paid all costs paid, the following: (i) the fees, disbursements and expenses incident to of the performance of its obligations hereunder, including without limitation, (i) Company's counsel and accountants in connection with the costs incident to the authorization, issuance, sal...e, preparation and delivery issue of the Securities and any taxes payable the Guarantees and 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, any Issuer Free Writing Prospectus, any Time of 18 Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) thereof, including the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the costs of reproducing and distributing each of the Transaction Documents; Documents, any Blue Sky Memorandum, closing documents (including any compilations thereof), and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(g) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and the Guarantees to the Underwriters and any taxes payable in that connection; (vi) the fees and expenses of the Company's counsel Trustee, any agent of the Trustee or any paying agent and independent accountants; (v) the fees and expenses incurred disbursements of counsel for the Trustee in connection with the registration or qualification Indenture 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 50% of all roadshow aircraft expenses, and all other costs and expenses incident to the performance of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); its obligations hereunder which are not otherwise specifically provided for in this Section 6; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; FINRA; and (ix) all expenses incurred by and application fees related to the Company in connection with any "road show" presentation to potential investors; provided, listing of the Securities on the Exchange. It is understood, however, that that, except as provided in Section 7 or this Section 11, 6, and Sections 8 and 11 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities or Guarantees by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Operating Partnership and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective 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 c...onnection; (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 Guarantors' and the Operating Partnership's counsel, local 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 any 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 32 the offering by, the Financial Industry Regulatory Authority; Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company Operating Partnership in connection with any "road show" presentation to potential investors; provided, however, that provided that, except as provided in Section 7 or this Section 11, contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including without limitation the fees costs and disbursements expenses of their counsel its counsel, travel, lodging and other expenses incurred by any advertising expenses (other than with respect to any Underwriters' personnel involved in the road show presentation) connected with any offers they make. show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company Operating Partnership 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 Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its the obligations of the Company and of the Selling Shareholder 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 th...e preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) 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 Underwriters 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 Underwriters not to such parties); (viii) exceed $15,000); (iv) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; related fees and (ix) expenses of counsel for the Underwriters not to exceed $15,000); (v) the fees and expenses of the Company's counsel and independent accountants, the fees and expenses of the Selling Shareholder's counsel, and the fees and expenses of the Acquired Business's independent accountants; (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) 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, and (ix) all expenses and application fees related to the Underwriters shall pay their own costs and expenses, including without limitation listing of the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. Shares on the Exchange. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, 11, (ii) the Company Selling Shareholder for any reason fails to tender the Securities Shares for delivery to the Underwriters (other than pursuant to clauses (i), (iii), and (iv) of Section 11 or Sections 12(a)-(d)) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, Agreement (other than pursuant to clauses (i), (iii), and (iv) of Section 11 or Sections 12(a)-(d)), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable -36- fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. hereby; provided, however, if the conditions in clauses (i) and (ii) of this section relate to the Option Shares only, then the obligation in this section shall relate only to the reimbursement of out-of-pocket costs and expenses reasonably incurred by the Underwriters in connection with the proposed purchase of the Option Shares. 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 laws of such jurisdictions as the Representatives Underwriters 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); Underwriters not to exceed $5,000); (v) the cost of preparing stock certificates; (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, provided that the Financial Industry Regulatory Authority; reimbursement obligation for any legal fees and (ix) expenses of counsel for the Underwriters in connection with FINRA shall be reasonably documented and not exceed $20,000 (it being agreed and understood that any other related fees and expenses, including filing fees, shall be reimbursed in full); (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 50% of the cost of any chartered aircraft and other transportation chartered in Section 7 or this Section 11, connection with the roadshow and all lodging, commercial airfare and individual expenses of the Underwriters shall pay their own costs be the responsibility of the Underwriters; and expenses, including without limitation (ix) all expenses and application fees related to the fees and disbursements listing of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Shares on the Nasdaq Market. (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 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 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. 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 and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under ...the Securities Act of the Registration Statement, the Preliminary Prospectus, Offering Memorandum, any Issuer Free Writing Prospectus, any other Time of Sale Information Information, any Issuer Written Communication and the Prospectus Offering Memorandum (including all exhibits, any amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Initial Purchasers); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); and (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. 26 (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers in violation of its obligations hereunder or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for because any reason permitted under this Agreement, condition precedent to the obligations of the Initial Purchasers set forth in Section 6 is not satisfied, the Company agrees 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 Depositor 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 Certificates 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, Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Basic Documents; (iv) the fees and expenses of counsel for the Company's Underwriters; (v) the fees and expenses of the Depositor's counsel and independent accountants; (v) (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) (vii) any fees charged by the rating agencies Rating Agencies for rating the Securities; (vii) Certificates; (viii) the fees and expenses of the Trustee Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Outside Servicer and the paying agent Third Party Purchaser (including related fees and expenses of any counsel to such parties); (viii) (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, with the Financial Industry Regulatory Authority; and (ix) (x) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided investors in Section 7 or this Section 11, Offered Certificates; and (xi) the Underwriters shall pay their own costs and expenses, including without limitation expenses of the fees and disbursements Depositor in connection with the purchase of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor 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 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 and any 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 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 Representatives 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; (d) the 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 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 Underwriters) of qualifying the Securities under the securities laws of the several jurisdictions (as provided in Section 4(i)(j)) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Securities; (i) the fees, disbursements and expenses of counsel to the Underwriters up to an aggregate of $40,000, including the filing fees and associated legal expenses of counsel to the Underwriters for filings with the FINRA Corporate Financing Department, which amount shall not exceed $5,000; (j) 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 (k) all other costs and expenses incident to the offering of the Securities or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) accountants); provided that, except to the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as extent otherwise provided in Section 7 or this Section 11, 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred counsel not contemplated herein, any transfer taxes on the resale of any Stock by them and the expenses of advertising any offering of the Securities made by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters. View More
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company 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 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 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); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the Underwriters if such fees and expenses are required to be 29 incurred), provided that the amount payable by the Company pursuant to clause (iv) shall not exceed $10,000; (v) the cost of preparing stock certificates; (vi) the Trustee costs and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; related reasonable fees and (ix) expenses of counsel for the Underwriters), provided that the amount payable by the Company pursuant to clause (vii) shall not exceed $25,000; (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange. Notwithstanding the foregoing, it is understood and agreed that except as expressly provided in Section 7 9 or Section 13(b) of this Section 11, Agreement, the Underwriters shall will pay all of their own costs and expenses, including without limitation the limitation, fees and disbursements of their counsel other than for Blue Sky and FINRA matters to the extent expressly provided for in this Section 13(a)), transfer taxes on the resale by them of any of the Shares, the transportation and other expenses incurred by or on their behalf in connection with "road show" presentations to potential investors (including 50% of the cost of any aircraft or other transportation chartered in connection with such "road show") and any advertising expenses (other than with respect relating to any road show presentation) connected with any offers of Shares that they make. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, 11, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Securities Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter), or (iii) the Underwriters decline to purchase the Securities for Shares because any reason permitted under this Agreement, of the conditions to the Underwriters' obligations set forth in Section 8 have not been met, the Company agrees (and only in the case of (ii) if any Selling Stockholder fails to tender its Shares, such non-tendering Selling Stockholder) agree 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
