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) this Agreement is terminated by the Representatives pursuant to Section 7 or Section 10, or if the sale to the Underwriters of the Shares on the Delivery Date is not consummated because Company shall fail fails to tender the Units Shares 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 Representatives and the other Underwriters, severally, ...upon demand for all reasonable out-of-pocket expenses that have been reasonably incurred by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Shares (including any reasonable fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and the proposed purchase such legal fees of the Units, and upon demand the Company shall pay the full amount thereof special counsel to the Representatives. Independent Underwriter as stipulated in Section 6 of this Agreement). 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 Notwithstanding the foregoing, the Company shall not be responsible for the payment or reimbursement of the Underwriters pursuant to this Section 11 for (i) any out-of-pocket accountable fees and disbursements of counsel actually incurred by the Underwriters exceeding $100,000 excluding such fees and disbursements of the special counsel to the Independent Underwriter as stipulated in Section 6 of this Agreement; (ii) any out-of-pocket accountable travel and related expenses actually incurred by the Underwriters in connection with this offering in an amount exceeding $25,000; or (iii) any other reasonable out-of-pocket accountable expenses actually incurred by the Underwriters in connection with the performance of their services hereunder in an amount exceeding $10,000. 29 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 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
Reimbursement of Underwriters’ Expenses. If (a) the Company or the Selling Shareholder 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 for Shares because any reason permitted under this Agreement, condition to the obligations of the Underwriters set forth in Section 9 hereof is not satisfied or because of any termination due to any of the events described in Sections 9(m) and 9(o) hereof, 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, Shares, and upon demand and presentation of reasonable supporting documentation the Company shall pay the full amount thereof to the Representatives. If Notwithstanding the foregoing, 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 Shareholder shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 12. 30 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 Shareholder hereby waives waive and releases, release, to the fullest extent permitted by law, any claims that the Company or the Selling Shareholder 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 Shareholder by such Underwriters' investment banking divisions. The Company acknowledges and the Selling Shareholder 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 shall fail to tender the Units Notes for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Units Notes for any reason permitted under this Agreement, Agreement (other than pursuant to a termination of this Agreement due to the occurrence of any of the events described in Section 7(j)), the Company and the Guarantors will reimburse the Underwriters for all reasonable accountable out-of-pocket expenses (including fees and disburse...ments of counsel for the Underwriters) actually incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Units, Notes, and upon demand the Company and the Guarantors 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 and the Guarantors shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 25 12. Research Analyst Independence. The Company acknowledges and the Guarantors 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 and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Guarantors hereby waives waive and releases, release, to the fullest extent permitted by law, any claims that the Company or the Guarantors 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 Guarantors by such Underwriters' investment banking divisions. The Company acknowledges and the Guarantors 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 shall fail to tender the Units Notes for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Units Notes for any reason permitted under this Agreement, Agreement (other than pursuant to a termination of this Agreement due to the occurrence of any of the events described in Section 7(j)), the Company and the Guarantors will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of cou...nsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Units, Notes, and upon demand the Company and the Guarantors 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 and the Guarantors shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 25 12. Research Analyst Independence. The Company acknowledges and the Guarantors 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 and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Guarantors hereby waives waive and releases, release, to the fullest extent permitted by law, any claims that the Company or the Guarantors 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 Guarantors by such Underwriters' investment banking divisions. The Company acknowledges and the Guarantors 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 shall fail to tender sale of the Units provided for delivery herein is not consummated because any condition to the Underwriters for any reason, or (b) obligations of the Underwriters shall decline set forth in Section 7 hereof is not satisfied or because of any refusal, inability or failure on the part of any Enterprise Party to purchase perform any agreement herein or comply with any provision hereof other than by reason of a default by the Units for any reason permitted und...er this Agreement, Underwriters, the Company Partnership will reimburse the Underwriters Underwriters, severally through the Representatives, on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) counsel) that shall have been incurred by the Underwriters 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. Units. If this Agreement is terminated pursuant to Section 9 10 hereof by reason of the default of one or more of the Underwriters, the Company Partnership shall not be obligated to reimburse any defaulting Underwriter on account of those such Underwriter's expenses. 35 12. 27 13. Research Analyst Independence. The Company Each of the Enterprise Parties 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 each of the Company Enterprise Parties and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Each of the Enterprise Parties hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Enterprise 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 by such Underwriters' investment banking divisions. The Company Each of the Enterprise Parties 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) this Agreement is terminated by the Representatives pursuant to Section 7 or Section 10, or if the sale to the Underwriters of the Shares on the Delivery Date is not consummated because Company shall fail fails to tender the Units Shares 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 Representatives and the other Underwriters, severally, ...upon demand for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) that have been reasonably incurred by the Representatives and the Underwriters in connection with this Agreement and the proposed purchase and the offering and sale of the Units, Shares (including any reasonable fees and upon demand the Company shall pay the full amount thereof to the Representatives. disbursements of counsel). 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 Notwithstanding the foregoing, the Company shall not be responsible for the payment or reimbursement of the Underwriters pursuant to this Section 11 for (i) any out-of-pocket accountable fees and disbursements of counsel actually incurred by the Underwriters exceeding $100,000; (ii) any out-of-pocket accountable travel and related expenses actually incurred by the Underwriters in connection with this offering in an amount exceeding $25,000; or (iii) any other reasonable out-of-pocket accountable expenses actually incurred by the Underwriters in connection with the performance of their services hereunder in an amount exceeding $10,000. 27 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 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
Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Units Firm Securities or Option Shares for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Units Firm Securities or Option Shares for any reason permitted under this Agreement, the Company will reimburse the Underwriters for all reasonable and documented out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with t...his Agreement and the proposed purchase of the Units, Firm Securities or Option Shares, and upon demand the Company shall pay the full amount thereof to the Representatives. Underwriters, subject to the delivery to the Company of reasonable documentation thereof inclusive of the Advance; provided, however, that such amount set forth above in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any Advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C) and f(2)(D). If this Agreement is terminated pursuant to Section 9 10 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. -33- 13. 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 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 the 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
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 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,... Stock, and upon demand the Company 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, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 35 12. 29 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 shall fail to tender the Units Shares for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company to perform any agreement to be performed on its part hereunder, or because any other condition of the obligations hereunder required to be fulfilled by the Company is not fulfilled for any reason, or (b) the Underwriters shall decline to purchase the Units Shares for any reason permitted under this Agreement, the Company will reimburs...e the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) one counsel) not to exceed $250,000 incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Units, Shares 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, Representatives; provided, however, that in no event shall the Company shall not be obligated to reimburse the out-of-pocket expenses of any defaulting Underwriter on account referred to in Section 10 hereof or any Underwriter found to be in breach of those expenses. 35 this Agreement as of the Applicable Time. 28 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 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. Company. View More
Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Units Securities for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company to perform any agreement to be performed on its part hereunder, or because any other condition of the obligations hereunder required to be fulfilled by the Company is not fulfilled for any reason, or (b) the Underwriters shall decline to purchase the Units Securities for any reason permitted under this Agreement, the Company will ...reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) one counsel) not to exceed $250,000 incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Units, Securities 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, Representatives; provided, however, that in no event shall the Company shall not be obligated to reimburse the out-of-pocket expenses of any defaulting Underwriter on account referred to in Section 10 hereof or any Underwriter found to be in breach of those expenses. 35 this Agreement as of the Applicable Time. 24 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 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. Company. View More
