Common use of Expenses of Demand Registration Clause in Contracts

Expenses of Demand Registration. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including, without limitation, (i) all registration and filing fees, 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 (including the expenses of any opinions provided to Holders or underwriters) and of all 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) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) other than with respect to any revoked registration pursuant to Section 2(d), the fees and expenses of one counsel for the Holders of Registrable Securities designated by the Holder of a majority of Registrable Securities being registered, or proposed to be registered, in any offering pursuant to the terms hereof, and the fees and expenses of counsel for each of the Avista Entities and any other Holders participating in such registration solely relating to the preparation and delivery of legal opinions for the Avista Entities or such Holders, as the case may be, in any such offering, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other persons retained by the Company in connection with any registration, and (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties). All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay any fees and disbursements to underwriters not customarily paid by issuers of securities, including underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

Expenses of Demand Registration. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including, without limitation, (i) all registration other than underwriting discounts and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses commissions incurred in connection with compliance with any securities registrations, filings or “Blue Sky” lawsqualifications pursuant to Section 1.2, including (iiiwithout limitation) all printingregistration, duplicatingfiling and qualification fees, word processingprinters' and accounting fees, 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 (including Company, and the expenses of any opinions provided to Holders or underwriters) and of all 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) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all reasonable fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) other than with respect to any revoked registration pursuant to Section 2(d), the fees and expenses disbursements of one counsel for the selling Holders of Registrable Securities designated (selected by the Holder Holders of a majority of Registrable Securities being registered, or proposed to be registeredincluded in the registration if under subsection (a), in any offering pursuant to the terms hereof, and the fees and expenses of counsel for each of the Avista Entities and any other Holders participating in such registration solely relating to the preparation and delivery of legal opinions for the Avista Entities by Enron if under subsection 1.2(b) or such by MCI WorldCom if under subsections 1.2(c) or 1.2(d)) ("Holders, as the case may be, in any such offering, (ix' Counsel") any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other persons retained shall be borne by the Company in connection with any registrationCompany; provided, and (xi) all of however, that the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties). All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay for any fees and disbursements expenses of any registration proceeding begun pursuant to underwriters not customarily paid by issuers Section 1.2 if the registration request is subsequently withdrawn at the request of securitiesthe Holders of a majority of the Registrable Securities to be registered if under subsection 1.2(a), including underwriting discounts and commissions and transfer taxesof Enron if under subsection 1.2(b), or of MCI WorldCom if any, attributable under subsections 1.2(c) or 1.2(d) (in which case all participating Holders shall bear such expenses allocated among them in proportion to the sale amount of Registrable SecuritiesSecurities originally proposed to be registered), unless the Holders of a majority of the Registrable Securities if under subsection 1.2(a), of Enron if under subsection 1.2(b), or of MCI WorldCom if under subsections 1.2(c) or 1.2(d) agree to forfeit their or its right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders, Enron or MCI WorldCom, as applicable, have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders, Enron or MCI WorldCom, as applicable, at the time of their or its request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Company shall pay such expenses and the Holders, Enron or MCI WorldCom, as applicable, shall not be required to pay any of such expenses and shall retain their or its rights pursuant to Section 1.2.

Expenses of Demand Registration. All expenses incident other than underwriting discounts and commissions relating to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including, without limitation, (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses Registrable Securities incurred in connection with compliance with any securities each registration, filing or “Blue Sky” lawsqualification pursuant to Section 1.2(a) and each registration, filing or qualification pursuant to Section 1.11, including (iiiwithout limitation) all printingregistration, duplicatingfiling and qualification fees, word processingprinting and accounting fees, 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 (including Company, and the expenses of any opinions provided to Holders or underwriters) and of all 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) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all reasonable fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) other than with respect to any revoked registration pursuant to Section 2(d), the fees and expenses disbursements of one counsel for the Holders of Registrable Securities designated selling Holders, shall be borne by the Holder of a majority of Registrable Securities being registeredCompany; provided, or proposed to be registeredhowever, in any offering pursuant to that the terms hereof, and the fees and expenses of counsel for each of the Avista Entities and any other Holders participating in such registration solely relating to the preparation and delivery of legal opinions for the Avista Entities or such Holders, as the case may be, in any such offering, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other persons retained by the Company in connection with any registration, and (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties). All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay for any fees expenses of any registration begun pursuant to Section 1.2(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of two-thirds of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of two-thirds of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2(a); and disbursements provided, further, that if at the time of any withdrawal described in the foregoing clause the Holders have learned of a material adverse change in the condition, business, or prospects of the Company (other than a change in market demand for its securities or in the market price thereof) from that known to underwriters the Holders of two-thirds of the Registrable Securities then outstanding at the time of their request (or of which the Company advised them in writing within 20 days thereafter) that makes the proposed offering unreasonable in the good faith judgment of two-thirds in interest of the Holders of the Registrable Securities, then the Holders shall not customarily paid by issuers be required to pay any of securities, including such expenses and the right to one demand registration pursuant to Section 1.2(a) shall not be forfeited. All underwriting discounts and commissions relating to Registrable Securities included in any registration effected pursuant to Section 1.2(a) or 1.11 will be borne and transfer taxes, if any, attributable to paid ratably by the sale Holders of such Registrable Securities.

Expenses of Demand Registration. All expenses incident other than underwriting discounts and commissions relating to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including, without limitation, (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses Registrable Securities incurred in connection with compliance with any securities each registration, filing or “Blue Sky” lawsqualification pursuant to Section 1.2(a) and each registration, filing or qualification pursuant to Section 1.11, including (iiiwithout limitation) all printingregistration, duplicatingfiling and qualification fees, word processingprinting and accounting fees, 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 (including Company, and the expenses of any opinions provided to Holders or underwriters) and of all 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) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all reasonable fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) other than with respect to any revoked registration pursuant to Section 2(d), the fees and expenses disbursements of one counsel for the Holders of Registrable Securities designated selling Holders, shall be borne by the Holder of a majority of Registrable Securities being registeredCompany; provided, or proposed to be registeredhowever, in any offering pursuant to that the terms hereof, and the fees and expenses of counsel for each of the Avista Entities and any other Holders participating in such registration solely relating to the preparation and delivery of legal opinions for the Avista Entities or such Holders, as the case may be, in any such offering, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other persons retained by the Company in connection with any registration, and (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties). All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay for any fees expenses of any registration proceeding begun pursuant to Section 1.2(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 1.2(a); and disbursements provided, further, that if at the time of any withdrawal described in the foregoing clause the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to underwriters the Holders of a majority of the Registrable Securities then outstanding at the time of their request that makes the proposed offering unreasonable in the good faith judgment of a majority in interest of the Holders of the Registrable Securities, then the Holders shall not customarily paid by issuers be required to pay any of securitiessuch expenses and the right to one (1) demand registration pursuant to Section 1.2(a) shall not be forfeited. Subject to Section 1.12, including all underwriting discounts and commissions relating to Registrable Securities included in any registration effected pursuant to Section 1.2(a) or 1.11 will be borne and transfer taxespaid ratably by the Holders of such Registrable Securities, and, if anyparticipating, attributable to the sale Company and any other stockholders of Registrable Securitiesthe Company.

Expenses of Demand Registration. All Except as set forth in this Section 7(f), the Company shall bear and pay all expenses incident incurred by it in connection with any registrations, filings or qualifications pursuant to the Company’s performance of or compliance with this Agreement shall be paid by the CompanySection 7(b), includingincluding without limitation all registration, without limitationfiling and qualification fees, (i) all registration printers, and filing accounting fees, 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; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (including i) all such expenses (up to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) for any expenses of any opinions provided registration proceeding begun pursuant to Holders or underwritersSection 7(b) and of all certified public accountants if the registration request is subsequently withdrawn at the request of the Company (including the expenses Holders of any special audit and cold comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing a majority of the Registrable Securities on any securities exchange or quotation to be registered (in which case all Holders participating in such withdrawn registration shall bear such expenses pro rata based upon the number of Registrable Securities to be included in such registration), unless the Holders of a majority of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect agree to the Registrable Securities, (viii) other than with respect forfeit their right to any revoked one demand registration pursuant to Section 2(d7(b); provided further, however, that, in the fees and expenses case of one counsel for clause (ii) hereof, if at the time of such withdrawal the Holders of Registrable Securities designated by the Holder have learned of a majority of Registrable Securities being registeredmaterial adverse change in the condition, business, or proposed prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be registered, in required to reimburse the Company for any offering of such expenses and shall retain their rights pursuant to the terms hereof, and the fees and expenses of counsel for each of the Avista Entities and any other Holders participating in such registration solely relating to the preparation and delivery of legal opinions for the Avista Entities or such Holders, as the case may be, in any such offering, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other persons retained by Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, and (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal filing or accounting dutiesqualification pursuant to Section 7(b). All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay any fees and disbursements to underwriters not customarily paid by issuers of securities, including underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

Expenses of Demand Registration. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including, without limitation, (i) all registration other than underwriting discounts and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses commissions incurred in connection with compliance with any securities registrations, filings or “Blue Sky” lawsqualifications pursuant to Section 1.2), including (iiiwithout limitation) all printingregistration, duplicatingfiling and qualification fees, word processingprinters' and accounting fees, 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 (including Company, and the expenses of any opinions provided to Holders or underwriters) and of all 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) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all reasonable fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) other than with respect to any revoked registration pursuant to Section 2(d), the fees and expenses disbursements of one counsel for the selling Holders of Registrable Securities designated (selected by the Holder Holders of a majority of Registrable Securities being registered, or proposed to be registeredincluded in the registration if under subsection (a), in any offering pursuant to the terms hereof, and the fees and expenses of counsel for each of the Avista Entities and any other Holders participating in such registration solely relating to the preparation and delivery of legal opinions for the Avista Entities by Enron if under subsection 1.2(b) or such by MCI WorldCom if under subsections 1.2(c) or 1.2(d)) ("Holders, as the case may be, in any such offering, (ix' Counsel") any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other persons retained shall be borne by the Company in connection with any registrationCompany; provided, and (xi) all of however, that the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties). All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay for any fees and disbursements expenses of any registration proceeding begun pursuant to underwriters not customarily paid by issuers Section 1.2 if the registration request is subsequently withdrawn at the request of securitiesthe Holders of a majority of the Registrable Securities to be registered if under subsection 1.2(a), including underwriting discounts and commissions and transfer taxesof Enron if under subsection 1.2(b), or of MCI WorldCom if any, attributable under subsections 1.2(c) or 1.2(d) (in which case all participating Holders shall bear such expenses allocated among them in proportion to the sale amount of Registrable SecuritiesSecurities originally proposed to be registered), unless the Holders of a majority of the Registrable Securities if under subsection 1.2(a), of Enron if under subsection 1.2(b), or of MCI WorldCom if under subsections 1.2(c) or 1.2(d) agree to forfeit their or its right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders, Enron or MCI WorldCom, as applicable, have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders, Enron or MCI WorldCom, as applicable, at the time of their or its request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Company shall pay such expenses and the Holders, Enron or MCI WorldCom, as applicable, shall not be required to pay any of such expenses and shall retain their or its rights pursuant to Section 1.2.

Expenses of Demand Registration. All Except as set forth in this Section 7(f), the Company shall bear and pay all expenses incident incurred by it in connection with any registrations, filings or qualifications pursuant to the Company’s performance of or compliance with this Agreement shall be paid by the CompanySection 7(b), includingincluding without limitation all registration, without limitationfiling and qualification fees, (i) all registration printers, and filing accounting fees, 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; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (including i) all such expenses (up to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro nm based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) for any expenses of any opinions provided registration proceeding begun pursuant to Holders or underwritersSection 7(b) and of all certified public accountants if the registration request is subsequently withdrawn at the request of the Company (including the expenses Holders of any special audit and cold comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing a majority of the Registrable Securities on any securities exchange or quotation to be registered (in which case all Holders participating in such withdrawn registration shall bear such expenses pro nm based upon the number of Registrable Securities to be included in such registration), unless the Holders of a majority of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect agree to the Registrable Securities, (viii) other than with respect forfeit their right to any revoked one demand registration pursuant to Section 2(d7(b); provided further, however, that, in the fees and expenses case of one counsel for clause (ii) hereof, if at the time of such withdrawal the Holders of Registrable Securities designated by the Holder have learned of a majority of Registrable Securities being registeredmaterial adverse change in the condition, business, or proposed prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be registered, in required to reimburse the Company for any offering of such expenses and shall retain their rights pursuant to the terms hereof, and the fees and expenses of counsel for each of the Avista Entities and any other Holders participating in such registration solely relating to the preparation and delivery of legal opinions for the Avista Entities or such Holders, as the case may be, in any such offering, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other persons retained by Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, and (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal filing or accounting dutiesqualification pursuant to Section 7(b). All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay any fees and disbursements to underwriters not customarily paid by issuers of securities, including underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

Expenses of Demand Registration. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including, without limitation, (i) all registration other than underwriting discounts and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses commissions incurred in connection with compliance with any securities registrations, filings or “Blue Sky” lawsqualifications pursuant to Section 1.3 (which right may be assigned as provided in Section 1.13), including (iiiwithout limitation) all printingregistration, duplicatingfiling and qualification fees, word processingprinters' and accounting fees, 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 (including Company, and the expenses of any opinions provided to Holders or underwriters) and of all 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) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all reasonable fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) other than with respect to any revoked registration pursuant to Section 2(d), the fees and expenses disbursements of one counsel for the selling Holders of Registrable Securities designated selected by them shall be borne by the Holder of a majority of Registrable Securities being registeredCompany; PROVIDED, or proposed to be registeredHOWEVER, in any offering pursuant to that the terms hereof, and the fees and expenses of counsel for each of the Avista Entities and any other Holders participating in such registration solely relating to the preparation and delivery of legal opinions for the Avista Entities or such Holders, as the case may be, in any such offering, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other persons retained by the Company in connection with any registration, and (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties). All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay for any fees expenses of any registration proceeding begun pursuant to Section 1.3 if the registration request is subsequently withdrawn solely due to and disbursements at the request of the Holders owning at least 51% of the securities being registered (in which case all participating Holders shall bear such expenses), unless the Initiating Holder agrees to underwriters forfeit its right to one demand registration pursuant to Section 1.3; PROVIDED FURTHER, HOWEVER, that if at the time of such withdrawal, (a) the Initiating Holder has learned of a material adverse change in the assets, business, condition, properties or prospects, financially or otherwise, of the Company from that known to the Initiating Holder at the time of its request and has withdrawn its request with reasonable promptness following Initiating Holder's learning of such material adverse change, or (b) the Company has filed a registration statement covering securities other than Registrable Securities for its own account or for the account of any other person after receipt of the Initiating Holder's request and the Initiating Holder notifies the Company of its decision not customarily paid by issuers to proceed with its requested registration due to the effects of such separate registration on the market for the Company's securities, including underwriting discounts then the Initiating Holder (and commissions all other Holders whose Registrable Securities are included therein) shall not be required to pay any of such expenses and transfer taxes, if any, attributable the Initiating Holder shall retain its rights pursuant to the sale of Registrable SecuritiesSection 1.3.

Expenses of Demand Registration. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including, without limitation, (i) all registration other than underwriting discounts and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses commissions incurred in connection with compliance with any securities registrations, filings or “Blue Sky” lawsqualifications pursuant to Section 1.2, including (iiiwithout limitation) all printingregistration, duplicatingfiling and qualification fees, word processingprinters' and accounting fees, 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 (including Company, and the expenses of any opinions provided to Holders or underwriters) and of all 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) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all reasonable fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) other than with respect to any revoked registration pursuant to Section 2(d), the fees and expenses disbursements of one counsel for the selling Holders of Registrable Securities designated (selected by the Holder Holders of a majority of Registrable Securities being registered, or proposed to be registered, included in any offering pursuant to the terms hereof, and the fees and expenses of counsel for each of the Avista Entities and any other Holders participating in such registration solely relating to the preparation and delivery of legal opinions for the Avista Entities if under subsection 1.2(a) or such by Enron if under subsection 1.2(b)) ("Holders, as the case may be, in any such offering, (ix' Counsel") any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other persons retained shall be borne by the Company in connection with any registrationCompany; provided, and (xi) all of however, that the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties). All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay for any fees and disbursements expenses of any registration proceeding begun pursuant to underwriters not customarily paid by issuers Section 1.2 if the registration request is subsequently withdrawn at the request of securities, including underwriting discounts and commissions and transfer taxes, the Holders of a majority of the Registrable Securities to be registered if any, attributable under subsection 1.2(a) or of Enron if under subsection 1.2(b) (in which case all participating Holders shall bear such expenses allocated among them in proportion to the sale amount of Registrable SecuritiesSecurities originally proposed to be registered), unless the Holders of a majority of the Registrable Securities if under subsection 1.2(a) or Enron if under subsection 1.2(b) agree to forfeit their or its right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders or Enron, as applicable, have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders or Enron, as applicable, at the time of their or its request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Company shall pay such expenses and the Holders or Enron, as applicable, shall not be required to pay any of such expenses and shall retain their or its rights pursuant to Section 1.2.

Expenses of Demand Registration. All expenses incident other than underwriting discounts and commissions relating to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including, without limitation, (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses Registrable Securities incurred in connection with compliance with any securities each registration, filing or “Blue Sky” lawsqualification pursuant to Section 1.2(a) and each registration, filing or qualification pursuant to Section 1.12, including (iiiwithout limitation) all printingregistration, duplicatingfiling and qualification fees, word processingprinting and accounting fees, 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 (including the expenses of any opinions provided Company, and up to Holders or underwriters) and of all certified public accountants $35,000 of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all reasonable fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) other than with respect to any revoked registration pursuant to Section 2(d), the fees and expenses disbursements of one counsel for the Holders of Registrable Securities designated selling Holders, shall be borne by the Holder of a majority of Registrable Securities being registeredCompany; provided, or proposed to be registeredhowever, in any offering pursuant to that the terms hereof, and the fees and expenses of counsel for each of the Avista Entities and any other Holders participating in such registration solely relating to the preparation and delivery of legal opinions for the Avista Entities or such Holders, as the case may be, in any such offering, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other persons retained by the Company in connection with any registration, and (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties). All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay for any fees expenses of any registration begun pursuant to Section 1.2(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2(a); and disbursements provided, further, that if at the time of any withdrawal described in the foregoing clause the Holders have learned of a material adverse change in the condition, business, or prospects of the Company (other than a change in market demand for its securities or in the market price thereof) from that known to underwriters the Holders of a majority of the Registrable Securities then outstanding at the time of their request (or of which the Company advised them in writing within 20 days thereafter) that makes the proposed offering unreasonable in the good faith judgment of a majority in interest of the Holders of the Registrable Securities, then the Holders shall not customarily paid by issuers be required to pay any of securitiessuch expenses and the right to one demand registration pursuant to Section 1.2(a) shall not be forfeited. Subject to Section 1.12, including all underwriting discounts and commissions relating to Registrable Securities included in any registration effected pursuant to Section 1.2(a) or 1.12 will be borne and transfer taxes, if any, attributable to paid ratably by the sale Holders of such Registrable Securities.