Expenses Borne by the Company Sample Clauses

Expenses Borne by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including, without limitation, those relating to: (a) the Company’s organizational costs and offering costs incurred prior to the completion of its initial public offering; (b) calculating the Company’s net asset value (including the costs and expenses of any independent valuation firm or pricing service); (c) interest payable on debt, if any, incurred to finance the Company’s investments; (d) fees and expenses, including legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Company’s Equity Interests and other securities, as applicable; (k) the Base Management Fee and the Incentive Fee (as defined below); (l) distributions on the Company’s Equity Interests and other securities, as applicable; (m) administration fees payable to Panagram Capital Administrator, LLC (the “Administrator”) under the administration agreement dated November 29, 2021 (as amended or restated from time to time, the “Administration Agreement”); (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Company’s securityholders, including printing costs; (q) costs of holding meetings of the Company’s securityholders; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) dues, fees and charges of any trade association of which the Company is a member; (u) direct costs and expenses of administration and operation, including printing, mailing, telecommunications and staff, including fees payable in connection with outsourced administration functions; (v) fees and expenses associated with independent audits and outside legal costs; (w) the Company’s fidelity bond; (x) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (y) costs associated with the Company’s ...
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Expenses Borne by the Company. FUND PROSPECTUSES With respect to prospective Participants, the Company shall pay one half of the cost of setting in type, printing and distributing Fund Prospectuses made available by the Company as sales literature to such prospective Participants. With respect to prospective Participants, in the event the Company elects to prepare a Combined Prospectus, the Company shall pay one half of the cost of printing and distributing the Combined Prospectus made available by the Company to its prospective Participants as sales literature. In such event, the Company shall bear the cost of typesetting to provide the Fund Prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses. Notwithstanding the foregoing, in no event shall the Company pay for any such costs that exceed by more than five (5) percent what the Company would have paid to print such documents. FUND SAIs, FUND REPORTS AND PROXY MATERIAL. With respect to prospective Participants, the Company shall pay one half of the cost of setting in type and printing Fund SAIs, Fund Reports and Fund proxy material made available by the Company to its prospective Participants as sales literature. In the event the Company elects to prepare a Combined SAI or Combined Reports, the Company shall pay one half of the cost of printing the Combined SAI or Combined Reports, respectively, made available by the Company to its prospective Participants as sales literature. In such event, the Company shall bear the cost of typesetting to provide the Fund SAI and Fund Reports to the Company in the format in which the Fund is accustomed to formatting statements of additional information and annual and semi-annual reports. Notwithstanding the foregoing, in no event shall the Company pay for any such costs that exceed by more than five (5) percent what it would have paid to print such documents. The Company shall pay one half the cost of distributing Fund SAIs, Combined SAIs, Fund Reports, Combined Reports, and Fund proxy material to such prospective Participants as sales literature.
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Expenses Borne by the Company. The Company or any subsidiary of the Company shall pay all of its expenses except those which are the specific responsibility of the Manager pursuant to this Agreement; and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company or any subsidiary of the Company shall not be paid by the Manager:
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Expenses Borne by the Company. All costs and expenses incurred or sustained in connection with or arising out of each registration pursuant to ss.7.1 or ss.7.2 hereof, 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 qualification of Registrable Securities), printing expenses, messenger, telephone and delivery expenses, fees and disbursements of counsel for the Company and of counsel for the sellers of Registrable Securities (subject to the limitations contained in paragraph (b) of this ss.7.6), fees and disbursements of all independent certified public accountants (including the expenses relating to the preparation and delivery of any special audit or "cold comfort" letters required by or incident to such registration), and fees and disbursements of underwriters (excluding discounts and commissions, but including underwriters' liability insurance if the Company or if the underwriters so require), the reasonable fees and expenses of any special experts retained by the Company of its own initiative or at the request of the managing underwriters in connection with such registration, and fees and expenses of all (if any) other Persons retained by the Company (all such costs and expenses being herein called, collectively, the "REGISTRATION EXPENSES"), will be borne and paid by the Company. The Company will, in any case, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the expense of liability insurance referred to above, and the fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange or other trading market or system on which similar securities of the Company are then listed.
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Expenses Borne by the Company. All costs and expenses incurred or sustained in connection with or arising out of each registration pursuant to Section 6.1 or Section 6.2 hereof, 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
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Expenses Borne by the Company. Except as otherwise provided in Section 5.2 hereof, the Company will bear the following fees, costs and expenses with respect to any Demand Registration or Piggyback Registration hereunder: (i) all SEC and National Association of Securities Dealers, Inc., Nasdaq Stock Market and any other applicable exchange registration, filing and listing fees and expenses; (ii) all fees, costs and expenses of compliance with state securities or blue sky laws; (iii) all costs and expenses related to the preparation, printing, distribution and reproduction of Registration Statements required to be filed in connection with such Demand Registration or Piggyback Registration (as the case may be), the prospectuses included therein or prepared for distribution pursuant thereto and any amendments or supplements to the foregoing; (iv) all messenger and delivery costs and expenses and internal costs and expenses, including, without limitation, all salaries and expenses of the Company's officers and employees performing legal or accounting duties; (v) the fees and disbursements of counsel and independent certified public accountants for the Company; (vi) the fees and disbursements of counsel to the underwriters, if any; and (vii) all fees and disbursements of counsel and accountants for such Holders, which shall not exceed that aggregate amount of $10,000, for any one registration.
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Expenses Borne by the Company. (a) The Company shall bear all expenses to operate the Company, including, without limitation:
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Expenses Borne by the Company. Except as otherwise provided in Section 5.2 hereof, the Company will bear the following fees, costs and expenses with respect to any Demand Registration or Piggyback Registration hereunder: (i) all Commission and National Association of Securities Dealers, Inc. registration and filing fees and expenses; (ii) all fees, costs and expenses of compliance with state securities or blue sky laws; (iii) all costs and expenses related to the preparation, printing, distribution and reproduction of Registration Statements required to be filed in connection with such Demand Registration or Piggyback Registration (as the case may be), the prospectuses included therein or prepared for distribution pursuant thereto and any amendments or supplements to the foregoing; (iv) all messenger and delivery costs and expenses and internal costs and expenses, including, without limitation, all salaries and expenses of the Company's officers and employees performing legal or accounting duties; (v) the fees and disbursements of counsel and independent certified public accountants for the Company; (vi) the fees and disbursements of one counsel and one firm of independent certified public accountants for all Holders including Registrable Securities in such registration; (vii) in the case of a Piggyback Registration initiated by the Company, the fees and disbursements of counsel to the underwriters; and (viii) all fees, costs and expenses incurred by the Holders including Registrable Securities in such registration not expressly listed above or in Section 5.2 hereof.
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Related to Expenses Borne by the Company

  • Indemnity by the Company The Company shall (i) indemnify and hold harmless the Purchaser and each person who controls the Purchaser, within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities ("Losses"), to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

  • Expenses Borne by the Trust The Trust assumes and shall pay all expenses incidental to its organization, operations and business not specifically assumed or agreed to be paid by JCM pursuant to Sections 3 and 6 hereof, including, but not limited to, investment adviser fees; any compensation, fees, or reimbursements which the Trust pays to its Trustees who are not “interested persons,” as defined in the 1940 Act, of JCM; compensation and related expenses of the Chief Compliance Officer of the Trust and compliance staff, as authorized from time to time by the Trustees of the Trust; compensation (and any out-of-pocket expenses as may be agreed upon) of the Fund’s custodian, transfer agent, administrator, fund accounting agent, registrar and dividend disbursing agent; legal, accounting, audit and printing expenses; administrative, clerical, recordkeeping and bookkeeping expenses; brokerage commissions and all other expenses in connection with execution of portfolio transactions (including any appropriate commissions paid to JCM, its affiliates, or other Fund service providers, for effecting exchange listed, over-the-counter or other securities transactions); interest; all federal, state and local taxes (including stamp, excise, income and franchise taxes); costs of stock certificates and expenses of delivering such certificates to purchasers thereof; expenses of local representation in Massachusetts; expenses of shareholders’ meetings and of preparing, printing and distributing proxy statements, notices, and reports to shareholders; expenses of preparing and filing reports and tax returns with federal and state regulatory authorities; all expenses incurred in complying with all federal and state laws and the laws of any foreign country applicable to the issue, offer, or sale of shares of the Fund, including, but not limited to, all costs involved in the registration or qualification of shares of the Fund for sale in any jurisdiction, the costs of portfolio pricing services and compliance systems, and all costs involved in preparing, printing and mailing prospectuses and statements of additional information to Fund shareholders; and all fees, dues and other expenses incurred by the Trust in connection with the membership of the Trust in any trade association or other investment company organization.

  • Indemnification by the Company The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries. * * * * *

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