Reimbursement of Underwriters’ Expenses Clause Example with 20 Variations from Business Contracts
This page contains Reimbursement of Underwriters’ 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.
Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Units for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Units 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 for the Underwriters) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon demand the Company shall pay ...the full amount thereof to the Representatives. 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. 35 12. Research Analyst Independence. The Company acknowledges that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the Offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters' investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.View More
Variations of a "Reimbursement of Underwriters’ Expenses" Clause from Business Contracts
Reimbursement of Underwriters’ Expenses. If (a) the Company Partnership Parties shall fail to tender the Units for delivery to the Underwriters for at the First Delivery Date by reason of any reason, failure, refusal or (b) inability on the Underwriters shall decline part of the Partnership Parties to purchase perform any agreement on their part to be performed, or because any other condition of the Units for any reason permitted under this Agreement, Underwriters' obligations hereunder required to be fulfilled by the Company Partnersh...ip Parties is not fulfilled, the Partnership Parties will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon demand the Company Partnership Parties shall pay the full amount thereof to the Representatives. Representative. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Underwriters, the Company Partnership Parties shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 33 12. Research Analyst Independence. The Company acknowledges Partnership Parties acknowledge that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company Partnership and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Partnership Parties hereby waives waive and releases, release, to the fullest extent permitted by law, any claims that the Company Partnership Parties may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership Parties by such Underwriters' investment banking divisions. The Company acknowledges Partnership Parties acknowledge that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. View More
Reimbursement of Underwriters’ Expenses. If (a) the Company Partnership shall fail to tender the Units for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, Agreement (other than Sections 7(j)(i)(A), (j)(ii), (j)(iii) or (j)(iv)), the Company Partnership will reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in ...connection with this Agreement and the proposed purchase of the Units, and upon demand the Company Partnership shall pay the full amount thereof to the Representatives. Representatives; provided, however, that such obligations of the Partnership pursuant to clause (a) hereof shall not extend to a defaulting Underwriter. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Underwriters, the Company Partnership shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 28 12. Research Analyst Independence. The Company Partnership acknowledges that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company Partnership and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership, the General Partner and Enviva Holdings, LP, a Delaware limited partnership (the "Sponsor" and together with the Partnership and the General Partner, the "Partnership Parties"), by such Underwriters' investment banking divisions. The Company Partnership acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. View More
Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail sale of the Securities provided for herein is not consummated (i) because any condition of the Underwriters' obligations set forth in Section 7 hereof (other than Sections 7(l)(i), (iii), (iv) or (v)) is not satisfied or (ii) because of any refusal, inability or failure on the part of any Partnership Party to tender perform any agreement herein or comply with any provision hereof other than by reason of a default by any Underwriter, the Units for delivery to the Und...erwriters for any reason, or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, the Company Partnership Parties will reimburse the Underwriters on demand for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) counsel) that shall have been incurred by the Underwriters them in connection with this Agreement and the proposed purchase and sale of the Units, and upon demand the Company shall pay the full amount thereof to the Representatives. 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. 35 Securities. 32 12. Research Analyst Independence. The Company acknowledges Partnership Parties acknowledge that (a) the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, policies and that such (b) the Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company Issuers, the value of the Securities and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Partnership Parties hereby waives waive and releases, release, to the fullest extent permitted by law, any claims that the Company Partnership Parties may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership Parties or their affiliates by such Underwriters' any Underwriter's investment banking divisions. division. The Company acknowledges Partnership Parties acknowledge that each of the Underwriters is a full service securities firm and as such such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be are the subject of the transactions contemplated by this Agreement. View More
Reimbursement of Underwriters’ Expenses. If (a) the Company Partnership shall fail to tender the Offered Units for delivery to the Underwriters by reason of any failure, refusal or inability on the part of any Partnership Party to perform any agreement on their part to be performed, or because any other condition to the Underwriters' obligations hereunder required to be fulfilled by the Partnership Parties is not fulfilled for any reason, reason or (b) the Underwriters shall decline to purchase the Offered Units for any reason permitte...d under this Agreement, the Company Partnership will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Offered Units, and upon demand the Company Partnership shall pay the full amount thereof to the Representatives. Representative. If this Agreement is terminated pursuant to Section 9 8 by reason of the default of one or more Underwriters, the Company Partnership shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 12. 31 11. Research Analyst Independence. The Company Partnership acknowledges that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold views and make statements or investment recommendations and/or or publish research reports with respect to the Company Partnership and/or the Offering offering of the Offered Units that differ from the views of their respective investment banking divisions. The Company Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Partnership may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership by such Underwriters' investment banking divisions. The Company Partnership acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. View More
Reimbursement of Underwriters’ Expenses. If (a) the Company Partnership shall fail to tender the Offered Units for delivery to the Underwriters by reason of any failure, refusal or inability on the part of any Partnership Party to perform any agreement on their part to be performed, or because any other condition to the Underwriters' obligations hereunder required to be fulfilled by the Partnership Parties is not fulfilled for any reason, reason or (b) the Underwriters shall decline to purchase the Offered Units for any reason permitte...d under this Agreement, the Company Partnership will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Offered Units, and upon demand the Company Partnership shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 9 8 by reason of the default of one or more Underwriters, the Company Partnership shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 12. 31 11. Research Analyst Independence. The Company Partnership acknowledges that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold views and make statements or investment recommendations and/or or publish research reports with respect to the Company Partnership and/or the Offering offering of the Offered Units that differ from the views of their respective investment banking divisions. The Company Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Partnership may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership by such Underwriters' investment banking divisions. The Company Partnership acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. View More
Reimbursement of Underwriters’ Expenses. If (a) the Company NuStar Logistics shall fail to tender the Units Notes for delivery to the Underwriters by reason of any failure, refusal or inability on the part of any Partnership Party to perform any agreement on their part to be performed, or because any other condition to the Underwriters' obligations hereunder required to be fulfilled by the Partnership Parties is not fulfilled for any reason, reason or (b) the Underwriters shall decline to purchase the Units Notes for any reason permitt...ed under this Agreement, the Company NuStar Logistics will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Units, Notes, and upon demand the Company NuStar Logistics shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 9 8 by reason of the default of one or more Underwriters, the Company NuStar Logistics shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 12. 34 11. Research Analyst Independence. The Company Partnership acknowledges that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold views and make statements or investment recommendations and/or or publish research reports with respect to the Company Partnership and/or the Offering offering of the Notes that differ from the views of their respective investment banking divisions. The Company Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Partnership may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership by such Underwriters' investment banking divisions. The Company Partnership acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. View More
Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender purchase of the Units for delivery to by the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Units is not consummated for any reason permitted under other than (a) any event specified in Section 7(m) (other than by reason of trading in any securities of the Partnership on any exchange being suspended or materially limited), or (b) because of the termination of this Agreement, Agreement pursuant to Section 9, the Company P...artnership will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon demand the Company Partnership shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Underwriters, the Company Partnership shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 12. Research Analyst Independence. The Company Partnership acknowledges that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company Partnership and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Partnership Parties hereby waives waive and releases, release, to the fullest extent permitted by law, any claims that the Company Partnership Parties may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership Parties by such Underwriters' investment banking divisions. The Company acknowledges Partnership Parties acknowledge that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. View More
Reimbursement of Underwriters’ Expenses. If (a) the Company Partnership shall fail to tender the Units for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, the Company Partnership will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon deman...d the Company Partnership shall pay the full amount thereof to the Representatives. Representative. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Underwriters, Underwriters or the Company purchase of the Units is not consummated as a result of the occurrence of any of the events described in Section 7(k) (other than an event specified in Section 7(k)(i)(B)), the Partnership shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 39 12. Research Analyst Independence. The Company Each Partnership Party acknowledges that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company Partnership and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Each of the Partnership Parties hereby waives and releases, to the fullest extent permitted by law, any claims that any of the Company Partnership Parties may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to any of the Company Partnership Parties by such Underwriters' investment banking divisions. The Company acknowledges Partnership Parties acknowledge that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. View More
Reimbursement of Underwriters’ Expenses. If (a) the Company or any Selling Stockholder shall fail to tender the Units Stock for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Units Stock for any reason permitted under this Agreement, the Company and the Selling Stockholders will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and the pr...oposed purchase of the Units, Stock, and upon demand the Company and the Selling Stockholders shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 9 11 by reason of the default of one or more Underwriters, Underwriters or the purchase of the Stock is not consummated as a result of the occurrence of any of the events described in Section 9(o) (other than the occurrence of an event described in Section 9(o)(i)(B)), neither the Company nor any Selling Stockholder shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 12. 38 14. Research Analyst Independence. The Company acknowledges that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholders hereby waives waive and releases, release, to the fullest extent permitted by law, any claims that the Company or the Selling Stockholders may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholders by such Underwriters' investment banking divisions. The Company acknowledges and the Selling Stockholders acknowledge that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. View More
Reimbursement of Underwriters’ Expenses. If (a) the Company any Selling Stockholder shall fail to tender the Units Shares for delivery to the Underwriters for any reason, reason or (b) the Underwriters shall decline to purchase the Units Shares for any reason permitted under this Agreement, the Company and the Selling Stockholders will reimburse the Underwriters for all reasonable and documented out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) counsel) incurred by the Underwriters in connection ...with this Agreement and the proposed purchase of the Units, Shares, and upon demand the Company and the Selling Stockholders shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 9 11 by reason of the default of one or more Underwriters, neither the Company nor any Selling Stockholder shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 12. 34 14. Research Analyst Independence. The Company acknowledges that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholders hereby waives waive and releases, release, to the fullest extent permitted by law, any claims that the Company or the Selling Stockholders may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholders by such Underwriters' investment banking divisions. The Company and the Selling Stockholders acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. View More
