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 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 preparation, printing and filing under the Securities Act of the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amen...dments and supplements thereto) and the distribution thereof; (ii) the costs of reproducing and distributing this Agreement; (iii) the fees and expenses of the Company's counsel and independent accountants and the reasonable and documented fees and expenses of one counsel for the Selling Stockholders and the fees and expenses of Alliance Boots' independent accountants and; (iv) 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 Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters, not to exceed $15,000 in the aggregate); (v) the fees and expenses of the Transfer Agent (including any counsel to such person); (vi) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (including the related reasonable and documented fees and expenses of counsel for the Underwriters, not to exceed $50,000 in the aggregate) and (vii) all expenses and application fees related to the listing of any Securities on any securities exchange. For the avoidance of doubt, the Company, the Selling Stockholders and the Underwriters agree that, if the Company receives any amounts otherwise payable to the Selling Stockholders pursuant to this Agreement, the Company shall receive such amounts solely in trust for the Selling Stockholders and shall promptly pay over such amounts to the Selling Stockholders. Except as provided in this Section 12 hereof, the Underwriters shall pay their own costs and expenses, including, without limitation, the costs and expenses of their counsel, stock transfer taxes on resale of the Securities they may make and any advertising expenses connected with any offers they may make. Notwithstanding the foregoing, as between the Company and the Selling Stockholders, the provisions of this Section 12 shall not affect any agreement that the Company and the Selling Stockholders may have or make regarding the allocation of expenses solely between the Company and the Selling Stockholders. (b) If (i) this Agreement is terminated pursuant to Section 10(ii), (ii) the Selling Stockholders for any reason (other than a breach by any Underwriter hereunder) 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; provided, that the Company shall then be under no further obligation to the Underwriters in respect of this Agreement except as provided in Section 8 hereof. View More