Payment of Expenses Clause Example from Business Contracts

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Partnership 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 and printing of the Preliminary Of...fering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Partnership'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 Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including reasonable and documented related fees and expenses of counsel for the Initial Purchasers not to exceed $20,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and 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 approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Partnership in connection with any "road show" presentation to potential investors. Except as provided in Section 7 and this Section 11(a) and in Section 11(b), the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel, transfer taxes on any resale of the Securities by any Initial Purchaser, any advertising expenses connected with any offers they may make and other expenses incurred by the Initial Purchasers on their own behalf in connection with presentations to prospective purchasers of the Securities. 32 (b) If (i) this Agreement is terminated pursuant to Section 9(i) or Section 9(ii) hereof, (ii) the Partnership for any reason fails to tender the Securities for delivery to the Initial Purchasers (other than by reason of a default by any of the Initial Purchasers except pursuant to Section 10(c)) or (iii) any condition to the obligations of the Initial Purchasers contained herein for the Closing Date is not met or waived, the Partnership agrees to reimburse the Initial Purchasers for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) incurred by the Initial Purchasers in connection with this Agreement and the offering contemplated hereby. View More