Expenses and Payments. All expenses of the Company shall be billed to and paid by the Company.
Expenses and Payments. The Company shall bear all expenses incurred in connection with the registration of the Registrable Securities pursuant to Section 2 and the administration of the registration program hereunder, including (i) all registration and filing fees, all Nasdaq listing fees for the Shares, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of Rockwell and of all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) all reasonable out-of-pocket expenses related to any “road show” for an offering, including all travel, meals and lodging, and (vi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties); but excluding all fees and disbursements of underwriters customarily paid by sellers of securities and all underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities. All expenses relating to the offer and sale of Registrable Securities not to be borne by the Company pursuant to the foregoing sentence shall be borne and paid by Rockwell. The payments required by Xxxxxxx 0, 0 xxx 00 xxxxx xx made periodically during the course of any action, proceeding or investigation, as and when any Loss is incurred.
Expenses and Payments. 3.1. In addition to any monetary compensation that will be granted to the Directors, the Company and/or the Subsidiary will reimburse the Directors for any documented, out-of-pocket expenses from time to time properly incurred by the Directors in connection with the Business Development Activities, including (but not limited to) necessary traveling expenses.
3.2. All payments shall include V.A.T., if required by law, which shall be added to the amounts or consideration set forth above.
Expenses and Payments. The terms and conditions of the reimbursements made by Executive to Company for the expenses of the flights conducted under this Agreement and the payments thereof are set forth in Schedule B.
Expenses and Payments. 19.1 I (We) shall indemnify and hold the Bank harmless from and against any and all consequences which may arise or result from providing any banking facilities or other accommodation or services to me (us) (including, without limitation, as a consequence of the holding or dealing with by the Bank of any property or assets secured by me (us) pursuant hereto) and shall reimburse the Bank upon demand for any payment, loss liability, cost, expense or damage which the Bank may make, suffer, sustain or pay by reason or on account thereof and shall upon request appear and defend at my (our) own cost and expense any action which may be brought against the Bank in connection therewith. I (We) shall pay or reimburse to the Bank immediately upon demand and/or the Bank shall be entitled to debit any of my (our) accounts with all commissions and other charges usually charged by the Bank whether or not previously notified to me (us) and all other costs, charges and expenses incurred by the Bank in connection with the establishment, enforcement or preservation of any of its rights under any banking facilities, this Agreement or any other agreements including, but not limited to, the fees and expenses of any legal advisers (on a full indemnity basis).
19.2 All sums payable to the Bank by me (us) shall be paid in full without set-off, counterclaim or any other restriction or condition and free and clear of any tax or other deductions or withholdings of any nature (including any deduction or withholding required by (a) sections 1471 to 1474 of the US Internal Revenue Code of 1986or any associated regulations or other official guidance, or (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above, or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction (“FATCA”)), in freely transferable funds and otherwise in the manner customary for payments in the required currency and to such account with such bank as the Bank shall notify to us from time to time. If I (we) or any other person shall be required by any law or regulation to make any deduction or withholding (including any deduct...
Expenses and Payments. 8.1 Subject to Clause 8.2, the Company agrees to pay all costs and expenses incurred or to be incurred in connection with the issue and delivery of the Bonds, and all costs and expenses incurred or to be incurred in connection with the issue and delivery of the Conversion Shares and to bear all costs and expenses incurred or to be incurred in connection with the listing of the Conversion Shares (including the application for such listing).
8.2 If the Purchaser fails to perform its obligations to purchase Bonds on the Initial Closing Date when (i) the Company has performed all its obligations contained in this Agreement; and (ii) all conditions precedent to the purchase of Bonds contained in Clause 4 of this Agreement have been fulfilled or waived in writing by the Purchaser, then the Purchaser shall bear the costs and expenses (the "Purchaser's Costs and Expenses") of its own legal and other professional advisers incurred in connection with the negotiations in respect of the Finance Documents, the Bonds and related matters. In all other cases, the Company agrees to pay the Purchaser's Costs and Expenses in accordance with the following provisions:
(a) as provided in Clause 5.3(j) and, in connection with the First Closing, the Purchaser shall deduct the sum of US$250,000 from the consideration to be paid for the Bonds to be acquired on the Initial Closing Date;
(b) the Purchaser shall use such sum so deducted to pay the Purchaser's Costs and Expenses for and as at each Closing and shall provide the Company with a written itemization of such costs and expenses within five Business Days of such Closing;
(c) if and to the extent the Purchaser's Costs and Expenses are less than the sum of US$250,000, the Purchaser shall remit such difference to the Company promptly following the provision by the Purchaser of the itemization specified in paragraph (b) above; and
(d) the maximum amount of Purchaser's Costs and Expenses payable by the Company shall be US$250,000.
8.3 The Company shall bear the costs and expenses of its own legal and other professional advisers incurred in connection with the issue of the Bonds, the negotiations in respect of the Finance Documents and related matters.
8.4 All payments by the Company (or on behalf of the Company) under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of any Tax (unless deduction or withholding of such Taxes is required by law i...
Expenses and Payments. Except as set forth in this Agreement, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. Notwithstanding the foregoing, the Transaction Expenses shall be paid in accordance with Section 2.3(e). All payments of money to be made pursuant to this Agreement shall be made in U.S. Dollars.
Expenses and Payments. (a) Except as specifically provided in any Transaction Document, each Party shall bear its own expenses incurred in connection with the transactions contemplated by the Transaction Documents, whether or not such transactions are consummated.
(b) Unless expressly specified otherwise, all payments and monetary amounts set forth in the Transaction Documents are in United States dollars.
Expenses and Payments. Regardless of whether the transactions contemplated hereby are consummated, each party hereto shall pay its own expenses incident to this Agreement and all action taken in preparation for carrying this Agreement into effect. Any payment to be made under this Agreement shall be made by wire transfer to an account designated by the recipient.
Expenses and Payments. 12.1 I (We) shall indemnify and hold the Bank harmless from and against any and all consequences which may arise or result from providing any banking facilities or other accommodation or services to me (us) (including, without limitation, as a consequence of the holding or dealing with by the Bank of any property or assets secured by me (us) pursuant hereto) and shall reimburse the Bank upon demand for any payment, loss liability, cost, expense or damage which the Bank may make, suffer, sustain or pay by reason or on account thereof and shall upon request appear and defend at my (our) own cost and expense any action which may be brought against the Bank in connection therewith. I (We) shall pay or reimburse to the Bank immediately upon demand and/or the Bank shall be entitled to debit any of my (our) accounts with all commissions and other charges usually charged by the Bank whether or not previously notified to me (us) and all other costs, charges and expenses incurred by the Bank in connection with the establishment, enforcement or preservation of any of its rights under any banking facilities, this Agreement or any other agreements including, but not limited to, the fees and expenses of any legal advisers (on a full indemnity basis).
12.2 All sums payable to the Bank by me (us) shall be paid in full without set-off, counterclaim or any other restriction or condition and free and clear of any tax or other deductions or withholdings of any nature. If I (we) or any other person shall be required by any law or regulation to make any deduction or withholding on account of tax or otherwise from any payment, I (we) shall, together with such payment, pay to the Bank such additional amount as will ensure that the Bank receives free and clear of any tax or other deductions or withholdings the full amount which it would have received if no such deduction or withholding had been required.
