Registration Expenses Clause Example from Business Contracts

Registration Expenses. Except as otherwise expressly provided herein to the contrary, the Corporation will bear all fees and expenses incident to the Corporation's performance of or compliance with its obligations under this Agreement, including without limitation all (i) registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any trading market on which the common stock is then listed for trading, (B) with respect to compliance with applicabl...e state securities or blue sky laws (including, without limitation, fees and disbursements of counsel for the Corporation in connection with blue sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holder) and (C) with respect to any filing that may be required to be made by any broker through which the Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, (A) expenses of printing certificates for Registrable Securities under all circumstances, and (B) expenses of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses fees and disbursements of its counsel and its independent certified public accountants (including the expenses of any special audit or "comfort" letters required by or incident to such performance or compliance), (iv) 1933 Act liability insurance (if the Corporation elects to obtain such insurance), (v) fees and expenses of all other Persons retained by the Corporation in connection with the consummation of the transactions contemplated by this Agreement and (vi) the expenses and fees for listing securities to be registered on each securities exchange on which securities are then listed (all such expenses being herein referred to as "Registration Expenses"); provided, however, that Registration Expenses borne by the Corporation shall not include any underwriting discounts, commissions or fees attributable to the sale of the Holder's Registrable Securities or the fees and expenses of counsel for the 7 Holder, which underwriting discounts, commissions, fees and expenses of counsel shall in all cases be borne solely by the Holder, and, provided, further that the Holder will bear all its other expenses incurred in fulfilling its obligations under this Agreement. In addition, the Corporation shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. View More