Common use of Issuer Expenses Clause in Contracts

Issuer Expenses. The Partnership agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the Nasdaq; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the NASD (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (ix) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; (x) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder; and (xi) the fees and expenses related to the offering of the Firm Units by SemGroup Holdings. The Underwriters agree to reimburse the Partnership for certain of the Partnership’s actual bona fide expenses in an amount up to $ with respect to the offer and sale of the Units.

Issuer Expenses. The Partnership agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the Nasdaq; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the NASD Financial Industry Regulatory Authority (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (ix) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; and (x) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder; and (xi) the fees and expenses related to the offering of the Firm Units by SemGroup Holdings. The Underwriters agree to reimburse the Partnership for certain of the Partnership’s actual bona fide expenses in an amount up to $ $[•] with respect to the offer and sale of the Units.

Issuer Expenses. The Partnership Subject to the limitations set forth below, the Issuer agrees to pay the all costs and expenses relating incident to the following mattersPrivate Offering that it has previously approved in writing, whether or not the transactions contemplated hereunder are consummated or this Agreement is 10739013 v20 terminated, including expenses, fees and taxes in connection with: (i) the preparation, printing or reproduction and filing with the Commission preparation of the Registration Statement Memorandum and any amendments or supplements thereto, and the printing and furnishing of copies thereof to the Dealer Manager and to Participating Dealers (including financial statements costs of mailing and exhibits theretoshipment), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) preparation, issuance and delivery (of certificates, if any, for the Units, including postage, air freight charges and charges for counting and packaging) of such copies of any stock or other transfer taxes or duties payable upon the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the Nasdaq; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration Issuer’s legal counsel, independent public or certified public accountants and qualification)other advisors; (vii) any filings required to be made with the NASD (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (ixiv) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) any transfer agent or registrar for the PartnershipUnits and any miscellaneous expenses referred to in the Memorandum; (xv) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder; travel and (xi) the fees and expenses related to the offering accommodation of the Firm Units by SemGroup Holdings. The Underwriters agree Advisor’s personnel, in making presentations to reimburse the Partnership for certain of the Partnership’s actual bona fide expenses in an amount up to $ Participating Dealers and other broker-dealers and financial advisors with respect to the offer Private Offering; and (vi) the performance of the Issuer’s other obligations hereunder. Notwithstanding the foregoing, the Issuer shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 7(d) if the payment or reimbursement of such expenses would cause the aggregate of the Issuer’s “organization and offering expenses” as defined by FINRA Rule 2310 (including: (A) the Issuer expenses paid or reimbursed pursuant to this Section 7(d), (B) all items of underwriting compensation, including the selling commissions and dealer manager fees paid pursuant to Sections 7(a) and 7(b), and (C) the Dealer Manager costs and expenses described in Section 7(e)), to exceed 15.0% of the gross proceeds from the sale of the UnitsUnits in the Private Offering.

Issuer Expenses. The Partnership agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the Nasdaq; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the NASD Financial Industry Regulatory Authority (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (ix) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; and (x) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder; and (xi) the fees and expenses related to the offering of the Firm Units by SemGroup Holdings. The Underwriters agree to reimburse the Partnership for certain of the Partnership’s actual bona fide expenses in an amount up to $ with respect the sum of (i) $179,250 and (ii) 0.00125 times the initial price to the offer and sale public per Common Unit as set forth on the cover page of the UnitsProspectus times the number of Option Units sold pursuant to this Agreement.

Issuer Expenses. The Partnership agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the Nasdaq; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the NASD (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (ix) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; (x) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder; and (xi) the fees and expenses related to the offering of the Firm Units by SemGroup Holdings. The Underwriters agree to reimburse the Partnership for certain of the Partnership’s actual bona fide expenses in an amount up to $ $505,500 with respect to the offer and sale of the Units.