Expenses; Fees Sample Clauses

Expenses; Fees. In addition to the rights of indemnification granted to the Purchaser Indemnified Parties under Section 10, the Issuer covenants and agrees with the several Initial Purchasers that the Issuer will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Issuer’s and each Initial Purchaser’s counsel and accountants in connection with (A) to the extent applicable, the registration of the Notes under the Act, (B) the preparation, printing, reproduction and filing of the Additional Disclosure Documents, the Preliminary Offering Memorandum or the Offering Memorandum, (C) the mailing and delivering of copies thereof to the Initial Purchasers and dealers, and (D) the preparation, documentation and execution of the Series 2018-2 Related Documents; provided that the Initial Purchasers shall have a single outside counsel, Dentons US LLP, represent them for purposes of this clause (i); (ii) the cost of printing or reproducing this Agreement, the Indenture, any Blue Sky Memorandum and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all out-of-pocket expenses of the Initial Purchasers in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 6(a)(ii) hereof, including the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating services for rating the Notes; (v) any filing fees incident to, and the fees and disbursements of counsel for the Initial Purchasers in connection with, any required reviews by the Financial Industry Regulatory Authority of the terms of the sale of the Notes; (vi) the cost of preparing certificates for the Notes; (vii) all out-of-pocket expenses incurred by the Issuer and the Initial Purchasers in connection with any “net road show website" for potential investors, (viii) the fees and expenses of the Indenture Trustee and any agent of the Indenture Trustee and the fees and disbursements of counsel for the Indenture Trustee in connection with the Indenture and the Notes; (ix) all costs and out-of-pocket expenses incurred by any Purchaser Indemnified Party with respect to enforcing its respective rights and remedies as against the Issuer, CAI or CAL under this Agreement, the Indenture, any Note, any other Series 2018-2 Related Document to which the Issuer or CAL...

Expenses; Fees. The Borrower agrees to pay and reimburse the Agent and/or the Banks for all out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution, delivery, operation, enforcement and administration of this Amendment, including the reasonable fees and expenses of counsel to the Agent and the Banks.

Expenses; Fees. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense; provided that all such costs and expenses incurred by a Codina Entity shall be paid by the Contributors.

Expenses; Fees. Except as otherwise set forth in the Agreement, the Parties shall pay all of their own expenses relating to the transactions contemplated by this Agreement.

Expenses; Fees. Simultaneously with payment for and delivery of the A Shares and Warrants at each Closing, the Company shall: (A) pay to the Placement Agent a cash fee equal to eight (8%) percent of the aggregate purchase price of the Units sold (the "Cash Fee"); payment of which shall be made directly from the Escrow Account at each Closing; (B) pay to the Placement Agent a cash non-accountable expense allowance equal to one (1%) percent of the aggregate purchase price of the Units sold (the "Non-Accountable Fee"), payment of which shall be made directly from the Escrow Account at each Closing; (C) reimburse the Placement Agent for its actual out-of-pocket expenses incurred in connection with the Offering, including, without limitation, the fees and expenses of its counsel, the Placement Agent's due diligence investigation expenses, travel and mailing expenses, payment of which shall be made directly from the Escrow Account at each Closing; (D) pay all expenses in connection with the qualification of the Units under the blue sky laws of the states which the Placement Agent shall designate, including legal fees, filing fees and disbursements of Placement Agent's counsel in connection with such blue sky matters, payment of which shall be made directly from the Escrow Account at each Closing; (E) issue to the Placement Agent (i) seven (7) year common stock purchase warrants (the "Agent Warrants") to purchase at an exercise price of $1.00 per share of Common Stock, ten (10%) percent of the aggregate number of Underlying Shares included in the Units sold at each Closing; and (F) pay to the Placement Agent in the future a five (5%) percent fee on the gross proceeds received by the Company from any future exercise by the Subscribers of the Warrants, if any Warrants are so exercised.

Expenses; Fees. (a) Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. (b) If (i) this Agreement is validly terminated pursuant to Section 9.01(b)(iii), (ii) after the date hereof and prior to the Siebel Stockholder Meeting, a bona fide Acquisition Proposal with respect to Siebel shall have been publicly made (and not publicly withdrawn), and (iii) within 12 months following termination of this Agreement, an Alternative Transaction with respect to Siebel is consummated by Siebel or a definitive agreement providing for the consummation of an Alternative Transaction with respect to Siebel is entered into (and such Alternative Transaction is ultimately consummated) by Siebel or Siebel recommends an Alternative Transaction (and such Alternative Transaction is ultimately consummated), Siebel shall pay to Oracle a termination fee of $140,000,000 in cash (the “Termination Fee”) (it being understood that for all purposes of this clause (b), all references in the definition of Acquisition Proposal to 15% shall be deemed to be references to 50% instead). (c) If this Agreement is validly terminated pursuant to Section 9.01(c) or Section 9.01(d), Siebel shall pay to Oracle the Termination Fee. (d) Any payment of the Termination Fee (i) pursuant to Section 10.04(b) shall be made within one Business Day after the consummation of the Alternative Transaction referred to therein, (ii) pursuant to Section 10.04(c) as a result of the termination of this Agreement pursuant to Section 9.01(d) shall be made prior to (or contemporaneously with) the termination of this Agreement; and (iii) pursuant to Section 10.04(c) as a result of the termination of this Agreement pursuant to Section 9.01(c) shall be made within two Business Days following such termination. Any such payments shall be made by wire transfer of immediately available funds. Siebel hereby acknowledges that the agreements contained in this Section 10.04 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Oracle would not enter into this Agreement. If Siebel fails to pay any amount due hereunder when due, Siebel shall pay the costs and expenses (including legal fees and expenses) in connection with any action taken to collect payment (including the prosecution of any lawsuit or other legal action), together with interest on the amount of any unpaid fee at the publicly a...

Expenses; Fees. Unless otherwise set forth in the Buy-Sell Notice, all miscellaneous title charges, escrow fees, recording fees and transfer taxes shall be paid by the party who is customarily responsible for such charges and the parties shall prorate items of income and expense, in accordance with local custom and practice.

Expenses; Fees. Except as otherwise provided herein, each of the parties hereto shall pay its own expenses in connection with this Agreement and the transactions contemplated hereby, including, without limitation, any legal and accounting fees, whether or not the transactions contemplated hereby are consummated.

Expenses; Fees. Simultaneously with payment for and delivery of the Shares and Warrants, at each Closing, the Company shall: (i) pay to the Placement Agent a cash fee equal to ten (10%) percent of the aggregate purchase price of the Shares and Warrants sold (the "CASH FEE"); (ii) reimburse the Placement Agent for its actual out-of-pocket expenses incurred in connection with the Offering, including, without limitation, the reasonable fees and expenses of its legal counsel, not to exceed legal fees of $20,000; (iii) pay all expenses in connection with the qualification of the Securities under the blue sky laws of the states which the Placement Agent shall designate, including filing fees and disbursements in connection with such blue sky matters; (iv) pay certain fees to the Escrow Agent for acting as escrow agent; and (v) issue to the Placement Agent five (5) year warrants (the "AGENT WARRANTS") to purchase such number of shares of Common Stock (the "AGENT SHARES") as shall equal ten (10%) percent of the aggregate number of (a) Shares sold in the Offering , and (b) Warrant Shares issuable upon exercise of the Warrants as of the Closing, at a per share exercise price equal to the Per Share Purchase Price.

Expenses; Fees. 16 Section 13.2