Registration Expenses Clause Example with 9 Variations from Business Contracts
This page contains Registration 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.
Registration Expenses. (a) All expenses incident to the Company's performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation; (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities laws; (iii) all expenses of printing (including printing certificates for each series of the Securities to be iss...ued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company; and (v) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of the Special Counsel.View More
Variations of a "Registration Expenses" Clause from Business Contracts
Registration Expenses. (a) All fees and expenses incident to the Company's performance of and compliance with this Agreement will be borne by the Company, regardless of whether a the Shelf Registration Statement is ever filed or becomes effective, including without limitation; limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities laws; (iii) all expenses of printing (including (including, without limitation, pr...inting certificates for each series of the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company; (v) all application and (v) filing fees in connection with listing on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company (including (including, without limitation, the expenses of any special audit and comfort letters required by or incident to such performance). The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company. (b) In connection with any the filing of the Shelf Registration Statement required by this Agreement, Statement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of the Special Counsel. Lead Investor Counsel, such amount not to exceed $25,000. In connection with the filing of one or more registration statements in compliance with Section 2 hereof, the Company will reimburse the reasonable fees and disbursements of the Lead Investor Counsel, such amount not to exceed $25,000 in the aggregate (in addition to and not including the $25,000 described in the prior sentence). The reimbursements described in this Section 5(b) are separate from and in addition to those described in Section 7 of the Purchase Agreement. View More
Registration Expenses. (a) All expenses incident to the Company's and the Guarantors' performance of and compliance with this Agreement will be borne by the Company, Company and the Guarantors, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation; (i) limitation:(i) all registration and filing fees and expenses; (ii) expenses;(ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities laws; (iii) laws;(iii) all expenses ...of printing (including printing certificates for each series of the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger Prospectuses if requested by the Managing Underwriters, if any, by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities in any Registration Statement or by any Participating Broker-Dealer during the period such persons must comply with the prospectus delivery requirements of the Securities Act in order to resell the Exchange Securities), messenger, telephone and delivery services and telephone; (iv) incurred in connection with performance of their obligations hereunder;(iv) all fees and disbursements of counsel for the Company; Company and (v) the Guarantors; and(v) all fees and disbursements of the independent certified registered public accountants accounting firm of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). The Company and the Guarantors will bear its their internal expenses (including, without limitation, all salaries and expenses of its their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company. Company and the Guarantors. (b) In connection with any the event that a Shelf Registration Statement is required by this Agreement, the Company will and the Guarantors shall bear or reimburse the Initial Purchasers and the Holders of Transfer Restricted the Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, covered thereby for the reasonable and documented fees and disbursements of not more than one firm of counsel, who shall be Cahill Gordon & Reindel LLP unless another firm shall be chosen by the Special Counsel. 14 EXECUTION VERSION Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith. View More
Registration Expenses. 13 (a) All expenses incident to the Company's and the Guarantors' performance of and compliance with this Agreement will be borne by the Company, Company and the Guarantors, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation; (i) limitation:(i) all registration and filing fees and expenses; (ii) expenses;(ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities laws; (iii) laws;(iii) all expens...es of printing (including printing certificates for each series of the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger Prospectuses if requested by the Managing Underwriters, if any, by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities in any Registration Statement or by any Participating Broker-Dealer during the period such persons must comply with the prospectus delivery requirements of the Securities Act in order to resell the Exchange Securities), messenger, telephone and delivery services and telephone; (iv) incurred in connection with performance of their obligations hereunder;(iv) all fees and disbursements of counsel for the Company; Company and (v) the Guarantors; and(v) all fees and disbursements of the independent certified registered public accountants accounting firm of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). The Company and the Guarantors will bear its their internal expenses (including, without limitation, all salaries and expenses of its their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company. Company and the Guarantors. (b) In connection with any the event that a Shelf Registration Statement is required by this Agreement, the Company will and the Guarantors shall bear or reimburse the Initial Purchasers and the Holders of Transfer Restricted the Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, covered thereby for the reasonable and documented fees and disbursements of not more than one firm of counsel, who shall be Cahill Gordon & Reindel LLP unless another firm shall be chosen by the Special Counsel. Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith. View More
Registration Expenses. (a) All reasonable and documented expenses incident to the Company's performance of and or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including including, without limitation; limitation: (i) all registration and filing fees and expenses; expenses (including filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of any "qualified independent underwrit...er" and one counsel that may be required by the rules and regulations of FINRA in an amount not to exceed $5,000)); (ii) all fees and expenses of compliance with federal securities and state "blue sky" securities or securities blue sky laws; (iii) all expenses of printing (including printing certificates for each series of the Securities Exchange Notes to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company; Company and, as provided in Section 7(b) hereof, the Holders of Transfer Restricted Notes; (v) all application and (v) filing fees in connection with listing the Exchange Notes on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). performance), but excluding in all cases fees and expenses of counsel to the Initial Purchasers or the Holders (except as set forth in Section 7(b) hereof) and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Transfer Restricted Notes by a Holder. The Company will will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, Person, including special experts, retained by the Company. (b) In connection with any Shelf Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities Notes registered pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements not to exceed $27,500 of not more than one counsel as may be chosen by the Holders of a majority in principal amount of the Special Counsel. Transfer Restricted Notes for whose benefit such Shelf Registration Statement is being prepared (which counsel may also be counsel for the Initial Purchasers). View More
Registration Expenses. (a) All reasonable and documented expenses incident to the Company's performance of and or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including including, without limitation; limitation: (i) all registration and filing fees and expenses; expenses (including filings made by the Initial Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of any "qualified independent underwrit...er" and one counsel that may be required by the rules and regulations of FINRA in an amount not to exceed $5,000)); (ii) all fees and expenses of compliance with federal securities and state "blue sky" securities or securities blue sky laws; (iii) all expenses of printing (including printing certificates for each series of the Securities Exchange Notes to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company; Company and, as provided in Section 7(b) hereof, the Holders of Transfer Restricted Notes; (v) all application and (v) filing fees in connection with listing the Exchange Notes on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). performance), but excluding in all cases fees and expenses of counsel to the Initial Purchaser or the Holders (except as set forth in Section 7(b) hereof) and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Transfer Restricted Notes by a Holder. The Company will will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, Person, including special experts, retained by the Company. (b) In connection with any Shelf Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers Purchaser and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities Notes registered pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements not to exceed $27,500 of not more than one counsel as may be chosen by the Holders of a majority in principal amount of the Special Counsel. Transfer Restricted Notes for whose benefit such Shelf Registration Statement is being prepared (which counsel may also be counsel for the Initial Purchaser). View More
Registration Expenses. (a) All expenses incident to the Company's and the Guarantors' performance of and compliance with this Agreement will be borne by the Company, Company and the Guarantors, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation; limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities laws; (iii) all expenses of printing (including print...ing certificates for each series of the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company; Company and the Guarantors; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of the independent certified registered public accountants accounting firm of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). The Company and the Guarantors will bear its their internal expenses (including, without limitation, all salaries and expenses of its their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company. Company and the Guarantors. 14 (b) In connection with any the event that a Shelf Registration Statement is required by this Agreement, the Company will and the Guarantors shall bear or reimburse the Initial Purchasers and the Holders of Transfer Restricted the Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, covered thereby for the reasonable and documented fees and disbursements of not more than one firm of counsel, who shall be Cravath, Swaine & Moore LLP unless another firm shall be chosen by the Special Counsel. Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith. View More
Registration Expenses. (a) All expenses incident to the Company's and the Guarantors' performance of and compliance with this Agreement will be borne by the Company, Company and the Guarantors, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation; (i) limitation:(i) all registration and filing fees and expenses; (ii) expenses;(ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities laws; (iii) laws;(iii) all expenses ...of printing (including printing certificates for each series of the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger and delivery services and telephone; (iv) telephone;(iv) all fees and disbursements of counsel for the Company; Company and (v) the Guarantors;(v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and(vi) all fees and disbursements of the independent certified registered public accountants accounting firm of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). The Company and the Guarantors will bear its their internal expenses (including, without limitation, all salaries and expenses of its their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company. Company and the Guarantors. (b) In connection with any the event that a Shelf Registration Statement is required by this Agreement, the Company will and the Guarantors shall bear or reimburse the Initial Purchasers and the Holders of Transfer Restricted the Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, covered thereby for the reasonable and documented fees and disbursements of not more than one firm of counsel, who shall be Cravath, Swaine & Moore LLP unless another firm shall be chosen by the Special Counsel. Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith. View More
Registration Expenses. (a) All fees and expenses incident incurred in connection with registrations, filings or qualifications pursuant to the Company's performance of Sections 1 and compliance with 2 this Agreement will be borne by the Company, regardless of whether a the Shelf Registration Statement is ever filed or becomes effective, including without limitation; limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or se...curities laws; (iii) all expenses of printing (including (including, without limitation, printing certificates for each series of the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), prospectuses), messenger and delivery services and telephone; 11 (iv) all fees and disbursements of counsel for the Company; (v) all application and (v) filing fees in connection with listing on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company (including (including, without limitation, the expenses of any special audit and comfort letters required by or incident to such performance). The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company. For the avoidance of doubt, all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of the Registrable Shares and fees and disbursements of counsel for any Holder, other than as set forth in Section 4(b) below, shall be borne by the Holders. (b) In connection with any the filing of the Shelf Registration Statement required by this Agreement, Statement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities Registrable Shares who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities Registrable Shares pursuant to the "Plan of Distribution" contained in the Exchange Offer Shelf Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one (1) counsel, which shall be chosen by the Special Counsel. Holders of a majority in number of shares of the Registrable Shares for whose benefit the Shelf Registration Statement is being prepared, such amount not to exceed $25,000. View More
Registration Expenses. (a) All reasonable and documented expenses incident to the Company's performance of and or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including including, without limitation; limitation: (i) all registration and filing fees and expenses; expenses (including filings made by any Holder with FINRA (and, if applicable, the fees and expenses of any "qualified independent underwriter" and one counsel t...hat may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state "blue sky" securities or securities blue sky laws; (iii) all expenses of printing (including printing certificates for each series of the Securities Exchange Notes to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company; Company, and subject to Section 7(b) hereof, the Holders of Transfer Restricted Notes; (v) all application and filing fees in connection with listing the Exchange Notes on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). -14- The Company will will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, Person, including special experts, retained by the Company. (b) In connection with any Shelf Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities Notes being registered pursuant to the "Plan of Distribution" contained in the Exchange Offer Shelf Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel as may be chosen by the Special Counsel. Holders of a majority in principal amount of the Transfer Restricted Notes for whose benefit such Shelf Registration Statement is being prepared. View More
