Expenses Borne by Company. Except as otherwise provided in this Section 3.2., all expenses of preparing, setting in type and printing and distributing (i) Contract Prospectuses, Fund Prospectuses, and Combined Prospectuses; (ii) Fund SAIs, Contract SAIs, and Combined SAIs; (iii) Fund Reports, Contract Reports, and Combined Reports, and (iv) Contract proxy material that the Company may require in sufficient quantity to be sent to Contract owners, annuitants, or participants under Contracts (collectively, the "Participants"), shall be the expense of the Company.
Expenses Borne by Company. Except as specifically otherwise provided in Sections 3.3 and 6.2 hereof, the Company will be responsible for payment of all expenses incident to the Company's performance of or compliance with this Agreement and any registration hereunder, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with the blue sky qualifications of the Registrable Securities as the managing underwriter or the holders of a majority of the Registrable Securities being sold may designate), fees and expenses associated with filings required to be made with the NASD, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with Depository Trust Company and of prospectuses), messenger and delivery expenses, and fees and disbursements of counsel for the Company and for all independent certified public accountants (including the expenses of any special audit and "cold comfort" letters required by or incident to such performance), underwriters (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities), Securities Act liability insurance if the Company so desires and other Persons retained by the Company in connection with such registration (all such expenses borne by the Company being herein called the "Registration Expenses").
Expenses Borne by Company. Except to the extent expressly assumed by Manager herein or under a separate agreement between Company and Manager and except to the extent required by law to be paid by Manager, Manager shall not be obligated to pay any costs or expenses incidental to the organization, operations or business of the Company. Without limitation, such costs and expenses shall include but not be limited to:
(a) all charges of depositories, custodians and other agencies for the safekeeping and servicing of its cash, securities, and other property;
(b) all charges for equipment or services used for obtaining price quotations or for communication between Manager or Company and the custodian, transfer agent or any other agent selected by Company;
(c) all charges for accounting and administrative services provided to Company by a third-party service provider pursuant to an agreement approved by the Directors;
(d) all charges for services of Company’s independent auditors and for services to Company by legal counsel;
(e) all compensation of Directors, other than those affiliated with Manager, all expenses incurred in connection with their services to Company, and all expenses of meetings of the Directors or committees thereof;
(f) all expenses incidental to holding meetings of holders of units of interest in the Company (“Shareholders”), including printing and of supplying each record-date Shareholder with notice and proxy solicitation material, and all other proxy solicitation expense;
(g) all expenses of printing of annual or more frequent revisions of Company prospectus(es) and of supplying each then-existing Shareholder with a copy of a revised prospectus;
(h) all expenses related to preparing and transmitting certificates representing Company shares;
(i) all expenses of bond and insurance coverage required by law or deemed advisable by the Board of Directors;
(j) all brokers’ commissions and other normal charges incident to the purchase, sale, or lending of portfolio securities;
(k) all taxes and governmental fees payable to Federal, state or other governmental agencies, domestic or foreign, including all stamp or other transfer taxes;
(l) all expenses of registering and maintaining the registration of Company under the 1940 Act and, to the extent no exemption is available, expenses of registering Company’s shares under the Securities Act of 1933, of qualifying and maintaining qualification of Company and of Company’s shares for sale under securities laws of various states or ...
Expenses Borne by Company. (a) Notwithstanding Section 1 of this Agreement, the Company will continue to incur and pay certain fees and property level expenses (inclusive of acquisition related expenses and interest expense on monies borrowed against the properties), which expenses are not subject to the terms of this Agreement and for which the Company shall not be entitled to reimbursement from the Advisor.
(b) Notwithstanding Section 1 of this Agreement, commencing with the fourth calendar quarter of 2014, the Company, as opposed to the Advisor, will incur and pay certain Total Operating Expenses (“Company Operating Expenses”), which expenses, for the avoidance of doubt, will not be Expense Payments under this Agreement and for which the Company will not be entitled to reimbursement from the Advisor. The amount of Company Operating Expenses incurred by the Company during each calendar quarter will be limited to no more than 25% multiplied by an amount equal to the greater of (1) 2.0% of the Company’s Average Invested Assets (as defined in the Advisory Agreement) over the four calendar quarters immediately prior and (2) 25.0% of the Company’s Net Income (as defined in the Advisory Agreement) over the four calendar quarters immediately prior (such amount, the “Quarterly Limit”). Any Company Operating Expenses in excess of the Quarterly Limit for any calendar quarter shall be incurred -by the Advisor and shall be deemed Expense Payments under this Agreement, subject to the Expense Payment Limit and the Gross Proceeds Limit pursuant to Section 1 hereof.
(c) Notwithstanding Section 1 of this Agreement, in the fourth calendar quarter of 2014, the Company paid approximately $350,000 in Organizational and Offering Expenses, which payment, for the avoidance of doubt, was not an Expense Payment under this Agreement and for which the Company was not entitled to reimbursement from the Advisor. Thereafter, the Company does not anticipate paying any additional Organizational and Offering Expenses, and any Organizational and Offering Expenses not incurred and paid by the Company shall be incurred and paid by the Advisor and shall be deemed Expense Payments under this Agreement, subject to the Expense Payment Limit and the Gross Proceeds Limit pursuant to Section 1 hereof. In the event that the Company, as opposed to the Advisor, elects to incur and pay any additional Organizational and Offering Expenses in the future, the Parties hereto will amend this Agreement as is appropriate to reflect the...
Expenses Borne by Company. Except as otherwise provided in this Section 3.2., all expenses of preparing, setting in type and printing and distributing (i) Contract Prospectuses, and Combined Prospectuses; (ii) Contract SAIs, and Combined SAIs; (iii) Contract Reports, and Combined Reports, and (iv) Contract proxy material that the Company may require in sufficient quantity to be sent to Contract owners, annuitants, or participants under Contracts (collectively, the “Participants”), shall be the expense of the Company.
Expenses Borne by Company. Except as otherwise provided in this Section 3.2., all expenses of preparing, setting in type and printing and distributing (i) Contract Prospectuses, and Combined Prospectuses;
Expenses Borne by Company. Except to the extent expressly assumed by Manager herein or under a separate agreement between Company and Manager and except to the extent required by law to be paid by Manager, Manager shall not be obligated to pay any costs or expenses incidental to the organization, operations or business of the Company. Without limitation, such costs and expenses shall include but not be limited to: (a) all charges of depositories, custodians and other agencies for the safekeeping and servicing of its cash, securities, and other property;
Expenses Borne by Company. Except to the extent expressly assumed by Adviser herein or under a separate agreement between Company and Adviser and except to the extent required by law to be paid by Adviser, Adviser shall not be obligated to pay any costs or expenses incidental to the organization, operations or business of the Company. Without limitation, such costs and expenses shall include but not be limited to:
(a) all charges of depositories, custodians and other agencies for the safekeeping and servicing of its cash, portfolio instruments, and other property;
(b) all charges for equipment or services used for obtaining price quotations or for communication between Adviser or Company and the custodian or any other agent selected by Company;
(c) all charges for and accounting services provided to Company by Adviser, or any other provider of such services;
(d) all charges for services of Company’s independent auditors and for services to Company by legal counsel;
(e) all compensation of Directors, other than those affiliated with Adviser, all expenses incurred in connection with their services to Company, and all expenses of meetings of the Directors or committees thereof;
(f) all expenses of bond and insurance coverage required by law or deemed advisable by the Directors;
(g) all commissions and other normal charges incident to the purchase, sale, or lending of portfolio instruments;
(h) all truces and governmental fees payable to governmental agencies;
(i) all expenses of registering and maintaining the registration of Company and any reporting required by Company under the laws of any applicable jurisdiction; and
(j) all interest on indebtedness, if any, incurred by Company.
Expenses Borne by Company. Except as specifically otherwise provided in SECTION 4.2, the Company will be responsible for the payment of all expenses incident to any Piggyback Registration, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or "blue sky" laws, printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company, and all independent certified public accountants and other Persons retained by the Company (all such expenses being the "Registration Expenses").
Expenses Borne by Company. Except as specifically otherwise ------------------------- provided in subsections 3.3 and 6.2 hereof, the Company will be responsible for payment of all expenses incident to the Company's performance of or compliance with this Agreement and any registration hereunder, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of one counsel for the underwriters in connection with the blue sky qualifications of the Registrable Securities as the managing underwriter or Holders of a majority of the Registrable Securities being sold may designate), fees and expenses associated with filings required to be made with the NASD, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with Depository Trust Company and of prospectuses), messenger and delivery expenses, and fees and disbursements of counsel for the Company and of one counsel for the selling Holders (designated by the selling Holders holding a majority of the Registrable Securities) and all independent certified public accountants (including the expenses of any special audit and "cold comfort" letters required by or incident to such performance), underwriters (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities), Securities Act liability insurance if the Company so desires and other Persons retained by the Company in connection with such registration (all such expenses borne by the Company being herein called the "Registration Expenses").
