Allocation and Payment of Expenses Sample Clauses

Allocation and Payment of Expenses. We understand that all expenses of a general nature incurred by you, as Representative, in connection with the purchase, carrying, marketing and sale of the Securities shall be borne by the Underwriters in accordance with their respective share of the underwriting obligations. We authorize you to charge our account with our share, based on our underwriting obligation, of the aforesaid expenses including all transfer taxes paid of our behalf on sales or transfers made for our account. As promptly as possible after the termination of this Agreement, the accounts arising pursuant hereto shall be settled and paid. Your ascertainment of all expenses and the apportionment thereof shall be conclusive. Notwithstanding any settlement or settlements hereunder, we will remain liable for our share of all expenses and liabilities which may be incurred by or the accounts of the Underwriters, including any expenses and liabilities referred to in Sections 13 and 14 hereof, which shall be determined as provided in this Section.
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Allocation and Payment of Expenses. We understand that all expenses of a general nature incurred by you in connection with the purchase, carrying, marketing and sale of the Shares shall be borne by the Underwriters in proportion to their respective underwriting obligations. We authorize you to charge our account with our share of the aforesaid expenses, based on our proportionate underwriting obligation (the ratio which the amount of Firm Shares set forth opposite our name in Schedule I to the Underwriting Agreement bears to the aggregate amount of Firm Shares referred to in Section 1 hereof being herein called "our proportionate underwriting obligation"). All determinations hereunder of our proportionate underwriting obligation shall be made by reference to the respective underwriting obligations set forth in said Schedule I, unless the context indicates otherwise. As promptly as possible after the termination of this Agreement, the accounts arising pursuant hereto shall be settled and paid. Your ascertainment of all expenses and the apportionment thereof shall be conclusive. You may at any time make distribution of any part or all of credit balances or call for payment of any part or all of debit balances and call or advance deposits of funds with which to satisfy our obligations hereunder. Any of our funds in your hands may be commingled with your general funds and shall not bear interest for the period held by you. Notwithstanding any settlement or settlements hereunder, we will remain liable, in proportion to our underwriting obligation, for all expenses and liabilities which may be incurred by or for the accounts of the Underwriters, including any of the expenses and liabilities referred to in Section 13 or Section 14 hereof, which shall be determined as provided in this Section 11.
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Allocation and Payment of Expenses. (i) In the event a mailing includes reports or prospectuses regarding both the Fund and a separate account of Pacific Mutual, then Pacific Mutual shall allocate expenses between Pacific Mutual and the Fund. Fund expenses shall be allocated in accordance with the Fund's applicable policies and procedures.
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Allocation and Payment of Expenses. (a) All expenses and other obligations of Chemaid under the Lease, including, but not limited to, Rent, Taxes, utilities and other expenses (collectively, "Expenses"), shall be allocated between the Parties based upon the percentage of Usable Warehouse Space which is allocated to each Party for the period to which such expenses are attributable (the "Expense Share"), as set forth under Section 2 of this Agreement. For example, if a Party is allocated sixty (60%) percent of the Usable Warehouse Space, its Expense Share shall be sixty (60%) percent of the Expenses.
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Allocation and Payment of Expenses. We understand that all expenses of a general nature which are not paid for by the Company and which are incurred by you, as Representatives in connection with the sale of the Shares shall be borne by the Underwriters in accordance with our Commitment. We authorize you to charge our account with our proportionate share, based on our Commitment, of the aforesaid expenses. As promptly as possible after the termination of this Agreement, the accounts arising pursuant hereto shall be settled and paid. Your ascertainment of all expenses and the apportionment thereof shall be conclusive. Notwithstanding any settlement or settlements hereunder, we will remain liable for our proportionate share of all expenses and liabilities which may be incurred by or for the accounts of the Underwriters, including any expenses and liabilities referred to in Paragraphs 14 and 15 hereof, which shall be determined as provided in this Paragraph 12.
Sample 1
Allocation and Payment of Expenses. We understand that all expenses of a general nature incurred by you, as Representative, in connection with the purchase, carrying, marketing and sale of the Stock shall be borne by the Underwriters in accordance with their respective As promptly as possible after the termination of this Agreement, the accounts arising pursuant hereto shall be settled and paid. Your ascertainment of all expenses and the apportionment thereof shall be conclusive. Notwithstanding any settlement or settlements hereunder, we will remain liable for our share of all expenses and liabilities which may be incurred by or for the accounts of the Underwriters, including any expenses and liabilities referred to in Sections 13 and 14(b) hereof, which shall be determined as provided in this Section 11.
Sample 1
Allocation and Payment of Expenses. 4.1 Generally Paid by Owner. All obligations, costs or expenses incurred by ----------------------- Manager in accordance with implementing the Budget or as otherwise allowed under this Agreement in the performance of its obligations pursuant to Article II shall be borne by Owner. ----------
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Allocation and Payment of Expenses. The Placement Agent will pay any out of pocket expenses of Placement Agent. Borrower shall pay the fees and expenses of Placement Agent's counsel. The Borrower's responsibility for Placement Agent's counsel fees shall be capped at a fee not to exceed $50,000 plus disbursements. In order to secure the payment of such costs, Borrower shall deliver to Placement Agent a non-refundable expense deposit of $10,000 at the time of execution of this engagement letter. Borrower shall not be responsible for any other expenses of Placement Agent. In addition, Borrower expects to incur certain additional transaction costs beyond the control of the Placement Agent and outside the scope of this engagement letter. The Placement Agent accepts no responsibility for the payment of such costs. Such costs may include financial advisory fees and expenses, fees and disbursements of bond counsel, and of Tribal Counsel, fees and disbursements of counsel, if any, to the lead bank or investor, cost of printing, copying and distribution of loan and bond offering materials, trustee fees, any other fees of consultants to the Borrower, out-of-pocket expenses of Borrower representatives and other loan closing costs and filing and registration fees.
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Allocation and Payment of Expenses 
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Related to Allocation and Payment of Expenses

  • Mandatory Payment of Expenses Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

  • Allocation of Expenses The provisions of this Section shall not affect any agreement that the Company and the Selling Shareholders may make for the sharing of such costs and expenses.

  • Payment of Expenses The Company hereby agrees to pay, to the extent not paid at Closing, all Company expenses incidental to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

  • Compensation and Allocation of Expenses A. The Funds will compensate the Company for Fund Accounting Services in accordance with the fees agreed upon from time to time between the parties hereto. Such fees do not include out-of-pocket disbursements of the Company for which the Funds shall reimburse the Company. Out-of-pocket disbursements shall include, but shall not be limited to, the items agreed upon between the parties from time to time.

  • Consideration; Payment of Expenses (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:

  • Payment of Expenses, etc The Borrowers jointly and severally agree to: (i) pay all reasonable out-of-pocket costs and expenses (1) of the Administrative Agent in connection with the negotiation, syndication, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and (2) of the Agents and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of counsel for each Agent and for each of the Lenders); (ii) pay and hold each of the Agents and Lenders harmless from and against any and all present and future stamp, VAT and other similar taxes with respect to the foregoing matters and/or fees and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender (including in its capacity as an Agent), its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, an investigation, litigation or other proceeding (whether or not an Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among an Agent, any Lender, or any third Person or otherwise) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, and in each case, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified).

  • Repayment of Expenses Indemnitee shall reimburse the Company for all reasonable expenses paid by the Company in defending any Proceeding against Indemnitee in the event and only to the extent that it shall be ultimately determined that Indemnitee is not entitled to be indemnified by the Company for such expenses under the provisions of this Agreement.

  • Payment of Expenses by the Trust The Trustees are authorized to pay or cause to be paid out of the principal or income of the Trust, or partly out of the principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including the Trustees’ compensation and such expenses and charges for the services of the Trust’s officers, employees, investment adviser or Manager, Principal Underwriter, auditors, counsel, custodian, transfer agent, shareholder servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may, in their sole discretion, deem necessary or proper to incur, which expenses, fees, charges, taxes and liabilities shall be allocated in accordance with Section 3.6 hereof.

  • Payment of Expenses by Shareholders The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

  • Cancellation; Payment of Expenses Upon the surrender of this Warrant in connection with any transfer, exchange, or replacement as provided in this Paragraph 7, this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes (other than securities transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the holder or transferees) and charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph 7.

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