Expenses of the International Underwriters and International Agents Sample Clauses

Expenses of the International Underwriters and International Agents. Each International Underwriter and International Agent agrees that the International Underwriters and International Agents will pay or reimburse, as applicable, all costs and expenses relating to the offering of International Offered Securities, including, without limitation, payment or reimbursement of all fees, expenses and disbursements arising for coordinating and structuring of the transaction, including (i) all fees and expenses in connection with preparing, negotiating and entering into all documents required for the transaction, and any filing or registration with or other required authorizations from, or any other measures before, any regulatory authorities in Brazil and the US, including, but not limited to, the SEC, the CVM, FINRA, the NYSE, the B3, ANBIMA the Central Bank of Brazil or any other US, Brazilian or other authority, and any related notarization, consularization and translation of the documents; (ii) all fees and expenses in connection with any pre-marketing meetings with potential investors in accordance with applicable law; (iii) except as otherwise agreed with the International Underwriters and International Agents, all roadshow travel and any marketing expenses; (iv) all expenses in connection with printing and distributing of offering documents and any other printed materials, publications in newspapers, magazines or any other media, including any such publications required by law as a condition for the transaction in the US, Brazil or elsewhere; (v) any costs incurred in connection with the (A) furnishing of any required information to the Comptroller General of Brazil (Tribunal de Contas da União), Executive, Legislative and Judiciary branches, professional associations and any other similar entities and (B) participation in meetings, pre- and post-transaction, with any such entities in subclause (A) in relation to the advice provided to the Selling Shareholder in respect of the divestment process; (vi) all expenses incurred in connection with any rules issued by the CVM (including CVM Instruction No. 400) for purposes of the transaction, including any related to distribution to retail investors; (vii) the cost for United States, Brazilian and any other local or international counsels for the International Underwriters and International Agents; (viii) reimbursement of all reasonable fees and expenses for United States, Brazilian and any other local or international counsel engaged by the Company; (ix) reimbursement of any fees...
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Related to Expenses of the International Underwriters and International Agents

  • Agreements of the Underwriters Each Underwriter, severally and not jointly, agrees with the Seller, the Company and NFI that upon the execution of this Agreement and authorization by each Underwriter of the release of the Offered Certificates, each Underwriter shall offer the Offered Certificates for sale upon the terms and conditions set forth herein in the amounts set forth in Annex A hereto.

  • Certain Agreements of the Underwriters Each Underwriter hereby represents and agrees that:

  • COOPERATION WITH AGENTS OF THE ADVISER AND THE TRUST The Sub-Adviser agrees to cooperate with and provide reasonable assistance to the Adviser, the Trust and any Trust custodian or foreign sub-custodians, any Trust pricing agents and all other agents and representatives of the Adviser and the Trust with respect to such information regarding the Fund as such entities may reasonably request from time to time in the performance of their obligations, provide prompt responses to reasonable requests made by such persons and establish appropriate interfaces with each so as to promote the efficient exchange of information and compliance with applicable laws and regulations.

  • Certain Agreements of the Underwriter The Underwriter hereby represents and agrees that:

  • Experts, Advisers and Agents The Trustee may:

  • Activities of the Local Manager The services of the Local Manager to the Fund are not to be deemed to be exclusive, the Local Manager and any person controlled by or under common control with the Local Manager (for purposes of this Article V referred to as “affiliates”) being free to render services to others. It is understood that Directors, officers, employees and shareholders of the Fund are or may become interested in the Local Manager and its affiliates, as directors, officers, employees and shareholders or otherwise and that directors, officers, employees and shareholders of the Local Manager and its affiliates are or may become similarly interested in the Fund, and that the Local Manager and directors, officers, employees, partners and shareholders of its affiliates may become interested in the Fund as shareholders or otherwise.

  • Expenses of the Representative The Company further agrees that, in addition to the expenses payable pursuant to Section 4.6(a), on the Closing Date it will reimburse the Representative for its reasonable, out-of-pocket expenses incurred, including travel, databases, fees and disbursements of legal counsel, and of other consultants and advisors not to exceed $105,000 without the Company’s prior consent by deduction from the proceeds of the Offering contemplated herein.

  • Selection of Managing Underwriters The managing underwriter or underwriters for any offering of Registrable Securities to be registered pursuant to Section 2 shall be selected by the Holders of a majority of the shares being so registered and shall be reasonably acceptable to the Company.

  • Reports to the Underwriters Expenses of the Offering (a) Periodic Reports, etc. For a period of three (3) years from the Execution Date or until such earlier time upon with the Company has consummated a sale of the Company, whether by merger, acquisition of stock or assets or other similar transaction, the Company will furnish or make available to the Underwriters copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities and also promptly furnish or make available to the Underwriters: (i) a copy of each periodic report the Company shall be required to file with the Commission; (ii) a copy of every press release and every news item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy of each Form 8-K prepared and filed by the Company; (iv) a copy of each registration statement filed by the Company under the Securities Act; (v) such additional documents and information with respect to the Company and the affairs of any future Subsidiaries of the Company as the Representative may from time to time reasonably request; provided that the Underwriters shall each sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative in connection with such Underwriter’s receipt of such information. Documents filed with the Commission pursuant to its XXXXX system shall be deemed to have been delivered to the Underwriters pursuant to this Section.

  • Relationship Among Underwriters and Selected Dealers We shall have full authority to take such actions as we deem advisable in all matters pertaining to any Offering under this Master SDA. You are not authorized to act as an agent for us, any Underwriter or the Issuer or other Seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will be under any obligation to you except for obligations assumed hereby or in any Wire from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained in this Master SDA or any Wire shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such election. You authorize the Manager, in its discretion, to execute on your behalf such evidence of such election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

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