Payment of Expenses Clause Example from Business Contracts

Payment of Expenses. (a) The Company agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and stamp duties or other similar taxes, if any, incident to and in connection with (i) the authorization, issuance, sale and delivery of the Securities, and the preparation and printing of certificates for the Securities; (ii) the preparation, printing, distribution and filing under the Securities Act of the Registration Stateme...nt, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus and any amendment or supplement thereto; (iii) the production and distribution of this Agreement and any other related documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) the qualification of the Securities under the securities laws of the several jurisdictions as provided in Section 4(g) and the preparation, printing and distribution of a Blue Sky Memorandum (including reasonable and documented related fees and expenses of counsel to the Underwriters); provided, however, that the Company's obligations under this Section 11(a)(iv) will be limited to $7,500 in the aggregate; (v) any filings required to be made with any Canadian securities regulators in connection with any sales of Securities in Canada (including reasonable and documented related fees and expenses of Canadian counsel to the Underwriters); provided, however, that the Company's obligations under this Section 11(a)(v) will be limited to $5,000 in the aggregate; (vi) the approval of the Securities by DTC for "book-entry" transfer; (vii) the investor presentations on any "road show" undertaken in connection with the marketing of the Securities, including, without limitation, expenses associated with any electronic roadshow; provided, however, that any expenses or costs associated with any chartered plane used in connection with any "road show" presentation to potential investors will be paid 50% by the Underwriters and 50% by the Company; (viii) any filing with, and clearance of the offering by, FINRA; (ix) all other costs and expenses incident to the performance of the obligations of the Company, including the costs and charges of any transfer agent and any registrar, any fees charged by rating agencies for rating the Securities, the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties). (b) If (i) the Company shall fail to tender the Securities for delivery to the Underwriters for any reason or (ii) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement, the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Representative. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 28 12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase. View More