FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers and the Guarantor jointly and severally undertake that they shall:
(a) pay to each Dealer all commissions from time to time agreed in connection with the sale of any Notes to that Dealer (and any value added or other similar tax thereon); and
(b) pay (together with any value added tax or other similar tax thereon):
(i) the fees and expenses of their legal advisers and auditors; and
(ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange;
(2) The Issuers and the Guarantor jointly and severally undertake that they shall:
(a) pay (together with any value added tax or other similar tax thereon):
(i) the fees and expenses payable to the Agent and any paying agents;
(ii) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7)); and
(iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any Notes;
(b) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation of the Program; and
(c) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note and shall indemnify each Dealer against any liability wi...
FEES, EXPENSES AND STAMP DUTIES. 9.1 The Issuer undertakes that it will:
(a) pay to each Dealer all commissions agreed between the Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added or other tax thereon); and
(b) pay (together with any value added tax or other tax thereon):
(i) the fees and expenses of its legal advisers and auditors;
(ii) the cost of listing and maintaining the listing of any Notes which are to be listed on a Stock Exchange; and
(iii) the cost of obtaining any credit rating for any Notes.
(iv) the fees and expenses of the, the Agent, the Registrar, the Transfer Agents and all Paying Agents, the VPS Trustee and the VPS Agent;
(v) all expenses in connection with (A) the establishment of the Programme and
FEES, EXPENSES AND STAMP DUTIES. 9.1 The Issuer, failing which the Guarantor, undertakes that it will:
(a) pay to each Dealer all commissions agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax properly chargeable thereon (to the extent that the Dealer or another member of its group is required to account to any relevant tax authority for that value added tax) or other tax thereon);
(b) pay (together with any value added tax or other tax thereon):
(i) the fees and expenses of its legal advisers and auditors;
(ii) the cost of listing and maintaining the listing of any Notes which are to be listed on a Stock Exchange;
(iii) the cost of obtaining any credit rating for the Notes;
(iv) the costs of any sustainability bond second-party opinion issued in respect of any Sustainability Bonds and all costs and expenses incurred in connection with the maintenance of the Framework;
(v) the fees and expenses of the Agents, the Registrar and all other agents appointed under the Agency Agreement; and
(vi) all costs and expenses properly incurred in connection with (A) the establishment of the Programme and (B) each future update of the Programme including, but not limited to, the preparation and printing of the Base Listing Particulars all amendments and supplements to it, replacements of it and each update to it and the cost of any publicity agreed by the Issuer or the Guarantor;
(c) pay the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other tax thereon) in connection with the establishment and each update of the Programme;
(d) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in the United Kingdom, the United States, Belgium, Luxembourg and/or Ireland in connection with the entry into, performance, enforcement or admissibility in evidence of any Note, any of the Agreements or any communication pursuant thereto and indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and
(e) reimburse each Dealer for its costs and expenses properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon).
9.2 All payments by the Issuer and the Guarantor under this Agreement shall be paid without set-off or...
FEES, EXPENSES AND STAMP DUTIES. The Issuer undertakes that it will:
(a) pay to each Dealer all commissions agreed between the Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added or other tax thereon);
(b) pay (together with any value added tax or other tax thereon):
(i) the fees and expenses of its legal advisers and auditors;
(ii) the cost of listing and maintaining the listing of any Notes which are to be listed on a Stock Exchange;
(iii) the cost of obtaining any credit rating for the Notes;
(iv) the fees and expenses of the agents appointed under the Agency Agreement; and
(v) all expenses in connection with the establishment of the Programme including, but not limited to, the preparation and printing of the Base Prospectus, all amendments and supplements to it, replacements of it and the cost of any publicity agreed by the Issuer;
(c) pay to Lxxxxx Brothers International (Europe) the reasonable fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other tax thereon) in connection with the establishment of the Programme; and
(d) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in connection with the issue, sale and/or delivery of any Note and/or the execution and/or delivery of any of the Agreements.
FEES, EXPENSES AND STAMP DUTIES. The Issuer undertakes that it will:
(a) pay to each Dealer all commissions agreed between the Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added or other tax thereon);
(b) pay (together with any value added tax or other tax thereon):
(i) the fees and expenses of its legal advisers and auditors;
(ii) the cost of listing and maintaining the listing of any Notes which are to be listed on a Stock Exchange;
(iii) the cost of obtaining any credit rating for the Notes;
(iv) the fees and expenses of the agents appointed under the Agency Agreement; and
(v) all expenses in connection with the establishment of the Programme including, but not limited to, the preparation and printing of the Base Prospectus and the cost of any publicity agreed by the Issuer;
(c) pay to Lxxxxx Brothers International (Europe) the reasonable fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other tax thereon) in connection with the establishment of the Programme; and
(d) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in connection with the issue, sale and/or delivery of any Note and/or the execution and/or delivery of any of the Agreements.
FEES, EXPENSES AND STAMP DUTIES. 4.1 In consideration of the agreement by the Managers to act as the managers in relation to the issue of the Bonds and to subscribe and pay for or procure subscriptions and payment for the Bonds as provided above, the Issuer shall pay to the Managers a combined management and underwriting commission equal to 0.25 per cent. of the principal amount of the Bonds (the Fee), which shall be split equally between the Managers.
FEES, EXPENSES AND STAMP DUTIES. (a) The Seller shall pay all fees, costs and expenses (including fees and expenses of counsel, financial advisors and accountants and any capital gains, income and profit Taxes) incurred by the Seller incidental to or in connection with its negotiation, preparation, execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby, whether or not the Closing shall have occurred.
(b) The Buyer shall pay (i) all fees, costs and expenses (including fees and expenses of counsel, financial advisors and accountants) incurred by the Buyer incidental to or in connection with its negotiation, preparation, execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby, whether or not the Closing shall have occurred and (ii) all wire transfer fees associated with the payment of the Purchase Price and all stamp duties and sales, transfers, recording and similar taxes, if any, and other expenses associated with the registration of the Sale Shares in the Buyer’s name.
FEES, EXPENSES AND STAMP DUTIES. 10.1 The Issuer undertakes that it will:
(a) pay to each Dealer all commissions agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax properly payable by that Dealer or a member of its group or other tax thereon);
(b) pay (together with any value added tax or other tax thereon): (i) the fees and expenses of its legal advisers and auditors;
FEES, EXPENSES AND STAMP DUTIES. 14.1 Mezzanine Arrangement fee Subject to the occurrence of the Unconditional Date, the Parent will pay to the Mezzanine Joint Mandated Lead Arrangers the arrangement fee in accordance with the terms of the Mezzanine Arrangers' Fees Letter.
FEES, EXPENSES AND STAMP DUTIES. 9.1 Issuer undertaking to pay
(a) pay to each Dealer all commissions agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax properly chargeable thereon);
(b) to the extent related to the Programme, pay (together with any value added tax or other similar tax thereon):
(i) the fees and expenses of its accountants and auditors;
(ii) the fees and expenses of its legal and tax advisers;
(iii) the cost of listing and maintaining the listing of any Notes that are to be listed on a Stock Exchange;
(iv) the cost of obtaining any credit rating for the Notes;
(v) the cost of obtaining any CMB approval and consent from the BRSA for any issue of Notes;
(vi) the fees and expenses of the Agents appointed under the Agency Agreement; and
(vii) all expenses in connection with (A) the update of the Programme and
